Common use of Negative Pledge Clause in Contracts

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 an aggregate principal or face amount not exceeding $150,000,000; (b) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such Subsidiary; (c) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event; (d) any Lien on any asset securing obligations incurred or assumed for the purpose of financing all or any part of the cost of acquiring ownership or use of such asset or a related asset, provided that such Lien attaches to such asset concurrently with or within 90 days after such acquisition; (e) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary and 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 and is not secured by any additional assets; (h) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations and (ii) do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $25,000,000; (i) Liens on cash and cash equivalents securing Derivatives Obligations; (j) Liens in the ordinary course of business for the purpose of securing or collateralizing energy purchases or sales as may be required from time to time by an independent system operator or similar system-governing body in any jurisdiction; and (k) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt of the Borrower and its Subsidiaries in an aggregate principal or face amount not at any time exceeding 5% of Consolidated Total Capital of the Borrower.

Negative Pledge. Neither the Borrower nor any Consolidated 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 Mortgaged Property; (b) Liens existing on the date of this Agreement securing other Debt outstanding on the date of this Agreement in an aggregate principal or face amount not exceeding $150,000,000; (b) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such Subsidiary100,000,000; (c) any Lien existing on any asset of any Person corporation at the time such Person corporation becomes a Consolidated Subsidiary and not created in contemplation of such event; (d) any Lien on any asset securing obligations Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring ownership or use of such asset or a related asset, provided that such Lien attaches to such asset concurrently with or within 90 days after such acquisitionthe acquisition thereof; (e) any Lien on any asset of any Person corporation existing at the time such Person corporation is merged or consolidated with or into the Borrower or a Consolidated Subsidiary and not created in contemplation of such event; (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Consolidated Subsidiary and not created in contemplation of such acquisition; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assets; (h) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations and Obligations, (ii) do not secure any single obligation (secure, in the case of judgments or class of orders, obligations having a common cause) in an aggregate amount exceeding $25,000,000100,000,000 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 and provided further that the sum of (x) such aggregate amount and (y) the aggregate amount of Debt secured as permitted by clause (j) Liens in the ordinary course below does not at any date exceed 20% of business for the purpose of securing or collateralizing energy purchases or sales as may be required from time to time by an independent system operator or similar system-governing body in any jurisdictionConsolidated Tangible Net Worth; and (kj) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt Debt, provided that the sum of (x) the Borrower and its Subsidiaries in an aggregate principal or face amount of such Debt and (y) the aggregate amount of cash and cash equivalents referred to in clause (i) above does not at any time exceeding 5date exceed 20% of Consolidated Total Capital of the BorrowerTangible Net Worth.

Negative Pledge. Neither the Borrower Company nor any Consolidated Subsidiary of the Borrower 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 an aggregate principal or face amount not exceeding $150,000,00050,000,000; (b) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such Subsidiary; (cB) any Lien existing on any asset of any Person entity at the time such Person entity becomes a Consolidated Subsidiary and not created in contemplation of such event; (dC) any Lien on any asset securing obligations Debt incurred or assumed solely for the purpose of financing all or any part of the cost of acquiring ownership or use of such asset (or acquiring a related corporation or other entity which owned such asset, ); provided that such Lien attaches to such asset concurrently with or within 90 days after such acquisition; (eD) any Lien on any asset of any Person entity existing at the time such Person 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 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 Obligations and Debt, (ii) do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $25,000,000; 100,000,000 and (iiii) Liens on cash and cash equivalents securing Derivatives Obligations; (j) Liens do not in the ordinary course aggregate materially detract from the value of the assets of the Company and its Consolidated Subsidiaries taken as a whole or in the aggregate materially impair the use thereof in the operation of the business for of the purpose of securing or collateralizing energy purchases or sales Company and its Consolidated Subsidiaries taken as may be required from time to time by an independent system operator or similar system-governing body in any jurisdictiona whole; and (kI) Liens securing Debt which are not otherwise permitted by the foregoing clauses of this Section securing Section; provided that (i) the aggregate outstanding principal amount of Debt of the Borrower and its Subsidiaries in an aggregate principal or face amount secured by all such Liens on current assets shall not at any time exceeding 5exceed 20% of Consolidated Total Capital 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 Borrowersum of (A) 20% of Consolidated Current Assets plus (B) 3% of Consolidated Net Worth.

Negative Pledge. Neither the Borrower Company 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 hereof securing Debt outstanding on the date of this Agreement hereof in an aggregate principal or face amount not exceeding $150,000,00025,000,000; (b) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such Subsidiary; (c) any Lien existing on any asset of any Person corporation at the time such Person corporation becomes a Subsidiary and not created in contemplation of such event; (dc) any Lien on any asset securing obligations Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring ownership or use of such asset or a related asset, provided that such Lien attaches to such asset concurrently with or within 90 days after such acquisitionthe acquisition thereof; (ed) any Lien on any asset of any Person corporation existing at the time such Person 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 and is not secured by any additional assets; (g) any Lien arising pursuant to any order of attachment or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and the claims secured thereby are being contested in good faith by appropriate proceedings; (h) Liens 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 single obligation (in the aggregate materially detract from the value of its assets or class materially impair the use thereof in the operation of obligations having a common cause) in an amount exceeding $25,000,000its business; (i) Liens on cash and cash equivalents securing Derivatives Obligations; (j) , provided that the aggregate amount of cash and cash equivalents subject to such Liens in the ordinary course of business for the purpose of securing or collateralizing energy purchases or sales as may be required from at no time to time by an independent system operator or similar system-governing body in any jurisdictionexceed $25,000,000; and (kj) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt of the Borrower and its Subsidiaries in an aggregate principal or face amount not at any time exceeding outstanding not to exceed 5% of Consolidated Total Capital of the BorrowerAssets.

Negative Pledge. Neither the Borrower Company 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 an aggregate principal or face amount not exceeding $150,000,000the US Dollar Equivalent of US$50,000,000; (b) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such Subsidiary; (c) any Lien existing on any asset of any corporation or other Person at the time such corporation or other Person becomes a Subsidiary and not created in contemplation of such event; (dc) any Lien on any asset securing obligations Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring ownership or use of such asset or a related asset, provided that such Lien attaches to such asset concurrently with or within 90 days after such acquisitionthe acquisition 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 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 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 Debt, (ii) do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $25,000,000; the US Dollar Equivalent of US$50,000,000 and (iiii) Liens on cash and cash equivalents securing Derivatives Obligations; (j) Liens do not in the ordinary course aggregate materially detract from the value of business for its assets or materially impair the purpose use thereof in the operation of securing or collateralizing energy purchases or sales as may be required from time to time by an independent system operator or similar system-governing body in any jurisdictionits business; and (kh) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt of the Borrower and its Subsidiaries in an aggregate principal or face amount not at any time exceeding 5outstanding not to exceed 10% of Consolidated Total Capital of the BorrowerNet Worth.

Negative Pledge. Neither the Borrower Company 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 an aggregate principal or face amount not exceeding $150,000,000Agreement; (b) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such Subsidiary; (c) any Lien existing on any asset of any Person corporation or other entity at the time such Person corporation or other entity becomes a Subsidiary and not created in contemplation of such event; (dc) any Lien on any asset securing obligations Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring ownership or use of such asset or a related asset, provided that such Lien attaches to such asset concurrently with or within 90 days after such acquisitionthe acquisition thereof; (ed) any Lien on any asset of any Person corporation or other entity existing at the time such Person 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 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 and Obligations, (ii) do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $25,000,00025,000,000 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; (j) , provided that the aggregate amount of cash and cash equivalents subject to such Liens in the ordinary course of business for the purpose of securing or collateralizing energy purchases or sales as may be required from at no time to time by an independent system operator or similar system-governing body in any jurisdictionexceed $10,000,000; and (ko) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt of the Borrower and its Subsidiaries in an aggregate principal or face amount not at any time exceeding 5% of Consolidated Total Capital of the Borrowerdate not to exceed $25,000,000.

Negative Pledge. Neither the Borrower Company 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 an aggregate principal or face amount not exceeding $150,000,000Agreement; (b) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such Subsidiary; (c) any Lien existing on any asset of any Person corporation or other entity at the time such Person corporation or other entity becomes a Subsidiary and not created in contemplation of such event; (dc) any Lien on any asset securing obligations Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring ownership or use of such asset or a related asset, provided that such Lien attaches to such asset concurrently with or within 90 days after such acquisitionthe acquisition thereof; (ed) any Lien on any asset of any Person corporation or other entity existing at the time such Person 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 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 and Obligations, (ii) do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $25,000,00025,000,000 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; (j) , provided that the aggregate amount of cash and cash equivalents subject to such Liens in the ordinary course of business for the purpose of securing or collateralizing energy purchases or sales as may be required from at no time to time by an independent system operator or similar system-governing body in any jurisdictionexceed $10,000,000; and (ko) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt of the Borrower and its Subsidiaries in an aggregate principal or face amount not at any time exceeding 5% of Consolidated Total Capital of the Borrowerdate not to exceed $25,000,000.

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 an aggregate principal or face amount not exceeding $150,000,00025,000,000; (b) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such Subsidiary; (c) any Lien existing on any asset of any Person corporation at the time such Person corporation becomes a Subsidiary and not created in contemplation of such event; (dc) any Lien on any asset securing obligations Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring ownership or use of such asset or a related asset, provided that such Lien attaches to such asset concurrently with or within 90 days after such acquisitionthe acquisition thereof; (ed) any Lien on any asset of any Person corporation existing at the time such Person 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 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 Obligations, (ii) do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $25,000,00025,000,000 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 $25,000,000; (ji) Liens securing obligations in respect of letters of credit issued pursuant to any of the ordinary course of business for the purpose of securing or collateralizing energy purchases or sales as may be required from time to time by an independent system operator or similar system-governing body in any jurisdictionRelated Documents; and (kj) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt of the Borrower and its Subsidiaries in an aggregate principal or face amount not at any time exceeding 5date not to exceed 10% of Consolidated Total Capital of the BorrowerTangible Net Worth.

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 Security over any of the Borrower will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, exceptits assets other than: (ai) Liens existing any Security created under any Finance Document; (ii) any 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, where the Security is created prior to the date 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 securing Debt outstanding on if: (A) the Security was not created in contemplation of the acquisition of that asset by a Group Company; (B) the principal amount secured has not been increased in contemplation of or since the acquisition of that asset by a Group Company; and (C) the Security is removed or discharged within three months of the date of acquisition of such asset; (x) any Security listed in Part I of Schedule 9 (Existing Security, Guarantees and Intercompany Loans) where the principal amount secured has not been increased since the date of this Agreement in an aggregate principal or face amount not exceeding $150,000,000unless expressly permitted by the terms of this Agreement; (bxi) Liens securing 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 obligations aggregate principal amount of Financial Indebtedness secured by such Security 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 Subsidiary under Non-Recourse Debt on securitisation, the assets amount referred to herein shall be decreased by the principal amount of the securitisation secured by such SubsidiarySecurity; (cxii) any Lien existing on 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 no Non-Obligor Chargor or member of the Guarantor Coverage Group may grant any asset of any Person at Security in favour of, or for the time such Person becomes benefit of, a Subsidiary and not created in contemplation of such eventSappi Manufacturing Group Company; (dxiii) any Lien on any asset securing obligations incurred retention or assumed for extended retention of title, hire purchase or conditional sale arrangements or other arrangements having the purpose same effect and rights of financing all or any part of the cost of acquiring ownership or use of such asset or a related asset, provided that such Lien attaches to such asset concurrently with or within 90 days after such acquisition; (e) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary and 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 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 and (ii) do not secure any single obligation (or class subsist for a period of obligations having a common cause) in an amount exceeding $25,000,000more than 90 days; (ixiv) Liens on cash and cash equivalents securing Derivatives Obligationsany Security granted with the prior consent of the Majority Lenders; (jxv) Liens any Security granted in favour of a Senior Creditor to the extent that such Security secures all Senior Creditors on a pari passu basis and is otherwise permitted under the terms of the Intercreditor Agreement; (xvi) any Security created over the M-Real Trade Receivables to secure Financial Indebtedness permitted under Clause 22.9 (Financial Indebtedness); (xvii) any Bond Only Security (as defined in the ordinary course of business for the purpose of securing or collateralizing energy purchases or sales as may be required from time to time by an independent system operator or similar system-governing body in any jurisdictionIntercreditor Agreement); and (kxviii) Liens any Security not otherwise permitted falling within any of paragraphs (i) to (xvii) above over an asset which secures indebtedness, the principal amount of which (when aggregated with the principal amount of any other indebtedness which has the benefit of Security given by the foregoing clauses of this Section securing Debt of the Borrower and any Group Company (other than Security falling within paragraphs (i) to (xvii) above inclusive)) does not exceed Euro 50,000,000 (or its Subsidiaries equivalent in an aggregate principal any currency or face amount not currencies) at any time exceeding 5% time. (b) The Company shall procure that no Sappi Manufacturing Group Company will create or permit to subsist any Security over any of Consolidated Total Capital its assets for Sappi Manufacturing Group Indebtedness other than Security permitted under sub-paragraphs (ii) (arising by operation of the Borrowerlaw only), (iv), (viii), (ix), (x), (xi), (xii), (xiv) or (xviii) of paragraph (a) above.

Negative Pledge. Neither No Obligor shall create or permit to subsist any Security Interest on any of its assets except for any Security Interest: 16.7.1 to secure any excise or import taxes or duties, tobacco taxes or sales or goods and services taxes owed to, or industrial grants made by, any state, government, political sub-division or international organisation, or any agency, authority, instrumentality or body of any thereof or any regulatory authority; or 16.7.2 created or arising with the Borrower nor any Subsidiary prior written approval of the Borrower will create, assume Majority Banks; or 16.7.3 created or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal or face amount not exceeding $150,000,000; (b) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such Subsidiary; (c) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event; (d) any Lien on any asset securing obligations incurred or assumed for the purpose of financing all or any part of the cost of acquiring ownership or use of such asset or a related asset, provided that such Lien attaches to such asset concurrently with or within 90 days after such acquisition; (e) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary and 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 retention of title provisions or a conditional sale in respect of goods acquired by an Obligor in the refinancing, extension, renewal ordinary course of business; or 16.7.4 which is a lien or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assets; (h) Liens other Security Interest arising in the ordinary course of its business consistent with past practice and not securing Borrowings; or 16.7.5 over assets or revenues acquired after the Signing Date and existing on the date of such acquisition and not created in contemplation thereof provided the aggregate principal amount secured thereby at the date of acquisition is not exceeded; or 16.7.6 the principal purpose and effect of which (i) do not secure Debt is to allow the setting-off or Derivatives Obligations and (ii) do not secure any single obligation (or class netting of obligations having with those of a common cause) financial institution in an amount exceeding $25,000,000;the ordinary course of the cash management arrangements of the Group; or (i) Liens 16.7.7 constituted by netting, set-off or cash collateral arrangements in relation to swaps or other derivative agreements in the ordinary course of its business; or 16.7.8 arising under arrangements in connection with the participation in or trading on cash and cash equivalents securing Derivatives Obligations; (j) Liens or through any clearing system or investment, commodities or stock exchange where the Security Interest arises in the ordinary course of business under the rules or normal procedures or legislation governing such system or exchange; or 16.7.9 on Margin Stock or otherwise over securities, derivatives or commodities, in respect of the acquisition cost of securities, derivatives or commodities owed to a dealer therein or an agent for the purpose purchase thereof where such cost falls to be paid within 180 days of securing being incurred; or 16.7.10 arising out of or collateralizing energy purchases in connection with pre-judgment legal process or sales as may be required from time a judgment or a judicial award relating to time by an independent system operator security for costs; or 16.7.11 which is to renew, extend or similar system-governing body in any jurisdiction; and (k) Liens not otherwise replace a Security Interest permitted by this Clause 16.7 if the foregoing clauses of this Section securing Debt principal amount secured is not thereby exceeded and such permitted Security Interest is discharged or released within three months of the Borrower and creation of the replacement Security Interest; or 16.7.12 created by it in favour of another Obligor, or 16.7.13 over cash or cash equivalents covering Defeased Borrowings; or 16.7.14 created by or arising out of any Obligor provided the aggregate principal, capital or nominal amount secured by all such Security Interests does not exceed £400,000,000 or its Subsidiaries equivalent in an aggregate principal or face amount not other currencies at any time exceeding 5% of Consolidated Total Capital of the Borrowerone time.

Negative Pledge. Neither the Borrower Franklin Electric nor any Consolidated 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 Indebtedness outstanding on the date of this Agreement in an aggregate principal or face amount not exceeding $150,000,0000; (b) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such Subsidiary; (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 obligations Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring ownership or use of constructing such asset or a related asset, provided that such Lien attaches to such asset concurrently with or within 90 days 18 months after such acquisitionthe 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 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 single obligation (in the aggregate materially detract from the value of its assets or class materially impair the use thereof in the operation of obligations having a common cause) in an amount exceeding $25,000,000its business; (i) Liens any Lien on cash and cash equivalents securing Derivatives Obligations; (j) Liens in the ordinary course of business for the purpose of securing or collateralizing energy purchases or sales as may be required from time to time by an independent system operator or similar system-governing body in any jurisdictionMargin Stock; and (kj) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt of Indebtedness (other than indebtedness represented by the Borrower and its Subsidiaries Notes) in an aggregate principal or face amount not at any time exceeding 5outstanding not to exceed 15% of Consolidated Total Capital of the BorrowerTangible Net Worth.

Negative Pledge. Neither the Borrower Company nor any Consolidated 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 an aggregate principal or face amount not exceeding $150,000,000US$10,000,000; (b) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such Subsidiary; (c) any Lien existing on any asset of any Person at the time such Person becomes a Consolidated Subsidiary and not created in contemplation of such event; (dc) any Lien on any asset (other than Equity Interests or inventory) securing obligations Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring ownership or use of constructing such asset or a related asset, provided that such Lien attaches to such asset concurrently with or within 90 days 18 months after such acquisitionthe acquisition or completion of construction thereof; (ed) any Lien on any asset of any Person existing at the time such Person 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 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 single obligation (in the aggregate materially detract from the value of its assets or class materially impair the use thereof in the operation of obligations having a common cause) in an amount exceeding $25,000,000its business; (i) Liens any Lien on cash and cash equivalents securing Derivatives ObligationsExcess Margin Stock; (j) Liens in the ordinary course of business for the purpose of securing or collateralizing energy purchases or sales as may be required from time any Lien incurred with respect to time by an independent system operator or similar system-governing body in any jurisdictionSecuritization Debt permitted under Section 5.21; and (k) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt of the Borrower and its Subsidiaries (other than Revolving Loans) in an aggregate principal or face amount not at any time exceeding 5outstanding which, together with the amount of Debt secured by Liens permitted by the foregoing paragraphs (a) through (i), does not exceed 10% of Consolidated Total Capital of the BorrowerAssets.

Negative Pledge. Neither the Borrower nor any Subsidiary of the The Borrower will not, and will not permit any Consolidated Subsidiary 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 an aggregate principal or face amount not exceeding $150,000,00020,000,000; (b) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such Subsidiary; (c) any Lien existing on any asset the assets of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such eventConsolidated Subsidiary; (dc) any Lien on any asset securing obligations Debt incurred or assumed for the purpose of financing all or any part of the purchase price or cost of acquiring ownership or use construction of such asset or a related asset, provided PROVIDED that such Lien attaches to such asset concurrently with or within 90 270 days after such acquisitionthe acquisition or completion of construction and commencement of full operations thereof; (ed) any Lien on any asset of any Person existing at the time such 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 and is not secured by any additional assets; (h) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations and (ii) do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $25,000,000; (ig) Liens on cash and cash equivalents securing Derivatives Obligations; (j) , provided that the aggregate amount of cash and cash equivalents subject to such Liens in the ordinary course of business for the purpose of securing or collateralizing energy purchases or sales as may be required from at no time to time by an independent system operator or similar system-governing body in any jurisdictionexceed $20,000,000; and (kh) 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 exceeding 510% of Consolidated Total Capital of the BorrowerNet Worth.

Negative Pledge. Neither the Borrower nor any Subsidiary of the Borrower will No Obligor shall create, assume or suffer to exist any Lien Security (other than the Transaction Security) over any of its rights under or with respect to any Sales Contract or the Collection Account. In addition, no Obligor shall create, assume or suffer to exist (and the Borrower shall not permit any Designated Subsidiary to create, assume or suffer to exist), any Security on any asset of its other assets, whether now owned or hereafter acquired by it, except: (a) Liens existing on Permitted Security and the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal or face amount not exceeding $150,000,000Transaction Security; (b) Liens securing the obligations of a Subsidiary under Non-Recourse Debt any Security on the assets inventory or receivables (other than those described in paragraph (f) below) of such Subsidiaryany Obligor or any Designated Subsidiary securing obligations: (i) under any short term lines of credit, entered into in the normal course of business; or (ii) under any working capital facility; (c) any Lien existing on any asset Security in respect of any Person at the time such Person becomes legal proceedings which have been submitted to a Subsidiary competent court and not created are being contested in contemplation of such eventgood faith; (d) any Lien on any asset securing obligations incurred or assumed Security created solely for the purpose of financing securing the payment of all or any a part of the cost purchase price of acquiring ownership assets (including Capital Stock of any Person) acquired or use of such asset or a related assetconstructed after the Restatement Date, provided that (i) the aggregate principal amount of Debt secured by such Lien attaches Security shall not exceed the purchase price of the assets so acquired or constructed; and (ii) such Security shall not encumber any assets other than the assets so acquired and shall attach to such asset concurrently with or assets within 90 days after of the construction or acquisition of such acquisitionassets; (e) any Lien on any asset Security which arises pursuant to a final judgment or judgments that do not constitute an Event of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such eventDefault under Clause 21.9 (Judgments); (f) any Lien existing Security on accounts receivable and related assets in connection with export, import or other trade transactions or in connection with any asset prior securitization transaction, provided that the aggregate amount of any receivables permitted pursuant to the acquisition thereof by the Borrower or a Subsidiary and this paragraph (f) securing Debt shall not created in contemplation exceed (i) with respect to transactions related to revenues from exports, 80% of such acquisitionObligor or Designated Subsidiary’s consolidated net sales from exports; or (ii) with respect to transactions related to revenues from domestic sales, 80% of such Obligor or Designated Subsidiary’s consolidated net sales within Brazil; (g) any Lien arising out of the refinancingSecurity granted to secure borrowings from (i) Banco Nacional de Desenvolvimento Econômico e Social-BNDES, extension, renewal or refunding of any Debt secured by other Brazilian governmental development bank; or (ii) any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assetsinternational development bank or Governmental Authority; (h) Liens arising any Security existing on the Restatement Date; (i) any Security extending, renewing or replacing, in whole or in part, any Security outstanding on the Restatement Date; (j) any Security on assets or shares of Capital Stock of another Person at the time such other Person becomes a Subsidiary, provided that such Security may not extend to any other assets owned by such Person; (k) any Security on assets at the time such Obligor or Designated Subsidiary acquires such assets, including any acquisition by means of a merger or consolidation with or into such Obligor or Designated Subsidiary, provided that any such Security may not extend to any other assets owned by such Obligor or Designated Subsidiary; (l) any Security securing Debt or other obligations of a Subsidiary of any Obligor owing to such Obligor or a wholly-owned Subsidiary of such Obligor; (m) any Security in favour of surety bonds or letters of credit issued pursuant to the request of, and for the account of, such Obligor or Designated Subsidiary in the ordinary course of its business which business; or (n) any Security not otherwise described in paragraphs (a) to (m) above, provided that the aggregate principal amount of Debt at any time outstanding secured by such Security not otherwise described in paragraphs (a) to (m) above does not exceed the greater of (i) do not secure Debt $200,000,000 (or Derivatives Obligations and its equivalent in any other currency), or (ii) do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $25,000,000; (i) Liens on cash and cash equivalents securing Derivatives Obligations; (j) Liens in the ordinary course of business for the purpose of securing or collateralizing energy purchases or sales as may be required from time to time by an independent system operator or similar system-governing body in any jurisdiction; and (k) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt of the Borrower and its Subsidiaries in an aggregate principal or face amount not at any time exceeding 510% of Consolidated Total Capital of the BorrowerNet Tangible Assets.

Negative Pledge. Neither the Borrower Company nor any Consolidated 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 Amended Agreement securing Debt outstanding on the date of this Amended Agreement in an aggregate principal or face amount not exceeding $150,000,000100,000,000; (b) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such Subsidiary; (c) any Lien existing on any asset of any Person entity at the time such Person entity becomes a Consolidated Subsidiary and not created in contemplation of such event; (dc) any Lien on any asset securing obligations Debt incurred or assumed for the purpose of financing an amount not to exceed all or any part of the cost of acquiring ownership or use of such asset or a related asset, provided that such Lien attaches to such asset concurrently with or within 90 days after such acquisitionthe acquisition thereof; (ed) any Lien on any asset of any Person entity existing at the time such Person 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 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 any obligations of the type referred to in the proviso to the definition of Debt, (ii) do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $25,000,000; 75,000,000 and (iiii) Liens on cash and cash equivalents securing Derivatives Obligations; (j) Liens do not in the ordinary course aggregate materially detract from the value of business for its assets or materially impair the purpose use thereof in the operation of securing or collateralizing energy purchases or sales as may be required from time to time by an independent system operator or similar system-governing body in any jurisdictionits business; and (kh) Liens not otherwise permitted by the foregoing clauses of this Section 5.08 securing Debt of the Borrower and its Subsidiaries in an aggregate principal or face amount not at any time exceeding 5outstanding not to exceed 10% of Consolidated Total Capital of the BorrowerStockholders’ Equity.

Negative Pledge. Neither the Borrower nor any Consolidated 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 an aggregate principal or face amount not exceeding $150,000,00025,000,000; (b) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such Subsidiary; (c) any Lien existing on any specific fixed asset of any Person corporation at the time such Person corporation becomes a Consolidated Subsidiary and not created in contemplation of such event; (dc) any Lien on any specific fixed asset securing obligations Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring ownership or use of constructing such asset or a related asset, provided that such Lien attaches to such asset concurrently with or within 90 days 18 months after such acquisitionthe acquisition or completion of construction thereof; (ed) any Lien on any specific fixed asset of any Person corporation existing at the time such Person 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 specific fixed 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 paragraphs of this Section, provided that (i) such Debt is not increased 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 in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (h) any single obligation (or class of obligations having a common cause) in an amount exceeding $25,000,000Lien on Margin Stock; (i) Liens on cash and cash equivalents securing Derivatives ObligationsDebt owing to the Borrower or another Subsidiary; (j) Liens in created under the ordinary course of business for Pledge Agreement and the purpose of securing or collateralizing energy purchases or sales as may be required from time to time by an independent system operator or similar system-governing body in any jurisdictionother Loan Documents; and (k) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt of (other than indebtedness represented by the Borrower and its Subsidiaries Note) in an aggregate principal or face amount not at any time exceeding 5% of Consolidated Total Capital of the Borroweroutstanding not to exceed $100,000.

Negative Pledge. Neither the Borrower Company nor any Restricted 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 an aggregate principal or face amount not exceeding $150,000,00015,000,000; (b) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such Subsidiary; (c) any Lien existing on any asset of any Person at the time such Person becomes a Restricted Subsidiary and not created in contemplation or as a result of such event; (dc) any Lien on any asset securing obligations Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring ownership or use of such asset or a related asset, provided that such Lien attaches to such asset concurrently with or within 90 days after such acquisitionthe acquisition thereof; (ed) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower Company or a another Restricted Subsidiary and not created in contemplation or as a result of such event; (fe) any Lien existing on any asset prior to the acquisition thereof by the Borrower Company or a another Restricted Subsidiary and not created in contemplation or as a result 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 beyond the then outstanding principal amount thereof and is not secured by any additional assets; (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 Debt, (ii) do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $25,000,00010,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (h) Liens created by any Restricted Subsidiary as security for Debt owing to the Company; (i) Liens created by the Company as security for Debt owing to Subsidiaries, but only if the only security for such Debt consists of Investments acquired by the Company solely from the proceeds of such Debt; (j) Liens on cash and cash equivalents securing Derivatives ObligationsDerivative Financial Products, provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000; (j) Liens in the ordinary course of business for the purpose of securing or collateralizing energy purchases or sales as may be required from time to time by an independent system operator or similar system-governing body in any jurisdiction; and (k) in addition to the Liens not otherwise permitted by the foregoing clauses (a) through (j), inclusive, and (1) and (m) of this Section Section, a Lien on any asset securing Debt of the Borrower and its Subsidiaries Company or any Restricted Subsidiary, in an aggregate outstanding principal or face amount not at any no time exceeding 5% $10,000,000; (1) in addition to the Liens permitted by clauses (a) through (k), (m) and (n) of Consolidated Total Capital this Section, any Lien on real property leased by the Company or any Restricted Subsidiary pursuant to a capital lease (which capital lease was entered into in connection with a sale leaseback transaction whereby the Company or such Restricted Subsidiary, as the case may be, was the seller) securing Debt of the Borrower.Company or such Restricted Subsidiary, as the case may be, in an aggregate outstanding principal amount at no time exceeding $50,000,000;

Negative Pledge. Neither the Borrower nor The Parent Guarantor will not, and will not permit any Subsidiary of the Borrower will 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 an aggregate principal or face amount not exceeding $150,000,00010,000,000; (b) Liens securing any Lien existing on any asset prior to the obligations of a acquisition thereof by the Parent Guarantor or such Subsidiary under Non-Recourse Debt on the assets and not created in contemplation of such Subsidiaryacquisition; (c) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event; (d) any Lien on any asset securing obligations incurred or assumed for the purpose of financing all or any part of the cost of acquiring ownership or use of such asset or a related asset, provided that such Lien attaches to such asset concurrently with or within 90 days after such acquisition; (e) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary and 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 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 and (ii) do not secure in the aggregate materially detract from the value of the assets of the Parent Guarantor and its Consolidated Subsidiaries, considered as a whole, or impair the use thereof in the operation of the business of the Parent Guarantor and its Consolidated Subsidiaries, considered as a whole; provided that any single obligation 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 class not such judgment is being contested or execution thereof has been stayed, shall be deemed not arising in the ordinary course of obligations having a common cause) in an amount exceeding $25,000,000business 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 $25,000,000; (jg) Liens in the ordinary course of business for the purpose of securing or collateralizing energy purchases or sales as may be required from time to time by an independent system operator or similar system-governing body in any jurisdiction; and (k) Liens 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 Borrower and its Subsidiaries pledged collateral in excess of that permitted under (f)) in an aggregate principal or face amount not at any time exceeding 5to exceed an amount equal to 10% of Consolidated Total Capital Tangible Assets (excluding any such Lien securing any individual obligation in an amount not in excess of $5,000,000); and (h) subject to Section 2.10(b), any Lien on any asset or assets of the BorrowerParent Guarantor or any of its Subsidiaries securing Excess Secured Debt.

Negative Pledge. Neither the Borrower Company nor any Consolidated Subsidiary of the Borrower 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 an aggregate principal or face amount not exceeding $150,000,00050,000,000; (b) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such Subsidiary; (cB) any Lien existing on any asset of any Person entity at the time such Person 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 obligations Debt incurred or assumed solely for the purpose of financing all or any part of the cost of acquiring ownership or use of such asset (or acquiring a related 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 such acquisition; (eD) any Lien on any asset of any Person entity existing at the time such Person 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 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 Obligations and Debt, (ii) do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $25,000,000; 100,000,000 and (iiii) Liens on cash and cash equivalents securing Derivatives Obligations; (j) Liens do not in the ordinary course aggregate materially detract from the value of the assets of the Company and its Consolidated Subsidiaries taken as a whole or in the aggregate materially impair the use thereof in the operation of the business for of the purpose of securing or collateralizing energy purchases or sales Company and its Consolidated Subsidiaries taken as may be required from time to time by an independent system operator or similar system-governing body in any jurisdictiona whole; and (kI) Liens securing Debt which are not otherwise permitted by the foregoing clauses subsections of this Section securing Section; provided that the aggregate outstanding principal amount of Debt of the Borrower and its Subsidiaries in an aggregate principal or face amount secured by all such Liens shall not at any time exceeding 5exceed 15% of Consolidated Total Capital Net Worth (calculated as of the Borrowerlast day of the most recently ended Fiscal Quarter).

Negative Pledge. Neither the Borrower Company nor any Consolidated 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 an aggregate principal or face amount not exceeding $150,000,00025,000,000; (b) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such Subsidiary; (c) any Lien existing on any asset of any Person corporation at the time such Person corporation becomes a Consolidated Subsidiary and not created in contemplation of such event; (dc) any Lien on any asset securing obligations Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring ownership or use of such asset (or acquiring a related corporation or other entity which owned such asset), provided that such Lien attaches to such asset concurrently with or within 90 days after such acquisition; (ed) any Lien on any asset of any Person corporation existing at the time such Person 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 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 single obligation (or class of obligations having a common cause) in an amount exceeding $25,000,000; (i) Liens on cash and cash equivalents securing Derivatives Obligations; (j) Liens in the ordinary course aggregate materially detract (due to the amount of the liability secured by such Liens or otherwise) from the value of the assets of the Company and the Company's Consolidated Subsidiaries taken as a whole or in the aggregate materially impair the use thereof in the operation of the business for of the purpose of securing or collateralizing energy purchases or sales Company and the Company's Consolidated Subsidiaries taken as may be required from time to time by an independent system operator or similar system-governing body in any jurisdictiona whole; and (ki) Liens not otherwise permitted by the foregoing clauses of this Section securing Section; provided that (i) the aggregate outstanding principal amount of Debt of the Borrower and its Subsidiaries in an aggregate principal or face amount secured by all such Liens on Current Assets shall not at any time exceeding 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 Consolidated Total Capital 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 BorrowerBoard 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 25% of the value of all assets with respect to which the rights of the Company and its Subsidiaries are restricted by this Section 7.10.

Negative Pledge. 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 an aggregate principal or face amount not exceeding $150,000,000115,000,000; (b) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such Subsidiary; (c) any Lien existing on any asset of any Person corporation at the time such Person corporation becomes a Subsidiary and not created in contemplation of such eventevent at the request of the Borrower or any of its Subsidiaries or for the benefit of any of their respective creditors; (c) any purchase money Lien on any property constituting a fixed asset or a surface or air transportation vehicle used in the freight business hereafter acquired by the Borrower or any Subsidiary or hereafter constructed or improved by the Borrower or any Subsidiary, to secure or provide for the payment of all or a part of the purchase price thereof, or any Debt incurred to finance the purchase thereof or cost of construction or cost of improvement of such property and for which a bona fide firm commitment in writing was executed prior to, contemporaneously with or within 180 days after acquisition of such property, or the completion of construction or improvement thereof, as the case may be, provided that no such Lien shall extend to any other property of the Borrower or any Subsidiary; (d) any Lien on any asset securing obligations incurred or assumed for the purpose of financing all or any part of the cost of acquiring ownership or use of such asset or a related asset, provided that such Lien attaches to such asset concurrently with or within 90 days after such acquisition; (e) any Lien on any asset of any Person corporation existing at the time such Person corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such eventevent at the request of the Borrower or any of its Subsidiaries or for the benefit of any of their respective creditors; (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 acquisitionacquisition at the request of the Borrower or any of its Subsidiaries or for the benefit of any of their respective creditors; (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 and is not secured by any additional assets; (g) any Lien on (i) the common stock of any Subsidiary Guarantor, but only if after giving effect to such Lien, the Borrower would own, directly or indirectly, at least 80% of the common stock of such Subsidiary Guarantor free and clear of Liens or (ii) the common stock of any other Subsidiary; (h) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations and Debt, (ii) do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $25,000,00050,000,000 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 Obligationsthe ▇▇▇▇▇ Receivables Facility; (j) any Lien (other than Liens securing the ▇▇▇▇▇ Receivables Facility) on accounts receivable if, immediately after such Lien arises, the aggregate uncollected balance of all accounts receivable sold or subjected to Liens (other than Liens securing the ▇▇▇▇▇ Receivables Facility) by the Borrower and its Subsidiaries (excluding accounts receivable charged off in accordance with the ordinary course charge-off policies applicable to the unsold accounts receivable of business for the purpose Borrower and its Subsidiaries) would not exceed 10% of securing or collateralizing energy purchases or sales the consolidated accounts receivable of the Borrower and its Subsidiaries as may be required from time to time by an independent system operator or similar system-governing body in any jurisdictionof the end of its then most recently ended fiscal quarter; and (k) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt of the Borrower and its Subsidiaries or other obligations in an aggregate principal or face amount not at any time exceeding 5outstanding not to exceed the sum of $15,000,000 plus 10% of Consolidated Total Capital Net Worth as of the end of the immediately preceding fiscal quarter of the Borrower.

Negative Pledge. Neither the Borrower nor any Restricted 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 an aggregate principal or face amount not exceeding $150,000,000Agreement; (b) Liens securing the obligations Debt of a Restricted Subsidiary under Non-Recourse Debt on owing to the assets of such Borrower or to another Restricted Subsidiary; (c) any Lien existing on any asset of any Person person at the time such Person person becomes a Subsidiary and not created in contemplation of such event; (d) any Lien on any asset securing obligations Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring ownership or use of such asset or (and/or, in the case of the acquisition of a related assetbusiness, 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 such acquisitionthe acquisition thereof; (e) any Lien on any asset of any Person person existing at the time such Person 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 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) 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 or Derivatives Obligations and (ii) do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $25,000,000; (i) Liens on cash and cash equivalents securing Derivatives Obligations; (j) Liens in the ordinary course of business for the purpose of securing or collateralizing energy purchases or sales as may be required from time to time by an independent system operator or similar system-governing body in any jurisdiction; and (k) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt of the Borrower and its Subsidiaries in an aggregate principal or face amount not at any time exceeding 5% of Consolidated Total Capital of the Borrower.overdue

Negative Pledge. Neither the Borrower Company 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 an aggregate principal or face amount not exceeding $150,000,000Agreement; (b) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such Subsidiary; (c) any Lien existing on any asset of any Person corporation or other entity at the time such Person corporation or other entity becomes a Subsidiary and not created in contemplation of such event; (dc) any Lien on any asset securing obligations Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring ownership or use of such asset or a related asset, provided that such Lien attaches to such asset concurrently with or within 90 days after such acquisitionthe acquisition thereof; (ed) any Lien on any asset of any Person corporation or other entity existing at the time such Person 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 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, landlords' 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 7.06 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 and Obligations, (ii) do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $25,000,00025,000,000 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 incurred in connection with Receivables Financing Transactions accounted for as sales under GAAP; provided that the aggregate outstanding principal amount of Debt of the Company and its Consolidated Subsidiaries deemed incurred in connection therewith shall at no time exceed $150,000,000; (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 $10,000,000; (jo) Liens in favor of banks which arise under Article 4 of the ordinary course of business for the purpose of securing or collateralizing energy purchases or sales as may be required from time to time by an independent system operator or similar system-governing body Uniform Commercial Code on items in any jurisdictioncollection and documents relating thereto and proceeds thereof; and (kp) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt of the Borrower and its Subsidiaries in an aggregate principal or face amount not at any time exceeding 5% of Consolidated Total Capital of the Borrowerdate not to exceed $25,000,000.

Negative Pledge. Neither The Issuer and the Borrower nor Guarantor will not, and will not permit any Material Subsidiary of the Borrower will to, directly or indirectly, create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except:except for the following (collectively, "PERMITTED LIENS"): (a) Liens on assets of the Guarantor, the Issuer or the Material Subsidiaries existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal or face amount not exceeding $150,000,000Closing Date; (bi) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such Subsidiarythe Issuer created pursuant to Section 5.18 and (ii) Liens on assets of the Issuer created by the Collateral Documents; (c) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary or is merged or consolidated with or into the Issuer, the Guarantor or a Material Subsidiary and not created in contemplation of such event; (d) any Lien on any asset securing obligations incurred or assumed for the purpose of financing all or any part of the cost of acquiring ownership or use of such asset Guarantor or a related asset, provided that Material Subsidiary consisting of an operating lease entered into in the ordinary course of business so long as such Lien attaches assets are on-leased in the ordinary course of business to a customer of the Guarantor or such asset concurrently with or within 90 days after such acquisitionMaterial Subsidiary; (e) any Lien on any asset of the Material Subsidiaries securing Debt currently or hereafter owed to BNDES and permitted under Section 5.10(b), including any Person existing at such Debt that may be included in clause (a) above (but not including additional Debt incurred pursuant to the time such Person is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation last paragraph of such eventSection 5.10); (f) any Lien existing on any asset prior of the Issuer (other than the Collateral) securing Debt owed to BNDES, provided that the acquisition thereof by Issuer applies the Borrower or a Subsidiary and not created in contemplation proceeds of such acquisitionDebt to a Prepayment in accordance with Section 2.04; (g) Liens on any asset of the Guarantor, the Issuer or any Material Subsidiary created solely for the purpose of securing the payment of all or part of the purchase price of such asset acquired or constructed in the ordinary course of business, provided, however, that (i) the aggregate principal amount of Debt secured by such Liens shall not exceed the lesser of the cost and fair market value of the property or assets so acquired or constructed, (ii) the Debt secured by such Liens shall have otherwise been permitted to be issued under Section 5.10 with respect to the Issuer or the Material Subsidiaries or Sections 5.11 or 5.12 with respect to the Guarantor, and (iii) such Liens shall not encumber any other property or assets of the Issuer, the Guarantor or any Material Subsidiary and shall attach to such property or assets within 90 days of the construction or acquisition of such assets or property; (h) Liens on any asset of the Issuer securing Debt permitted to be incurred in connection with a refinancing under Section 5.10(c) or a Vendor Financing under Section 5.10(f); (i) any Lien otherwise permitted hereunder 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 principal amount of such Debt is not increased and such Debt is not secured by any additional assetsassets of a different type or having a substantially higher fair market value; (hj) Liens for taxes not yet delinquent or due or which are being contested in good faith by appropriate action or proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Issuer, the Guarantor or their respective Subsidiaries, as the case may be; (k) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other statutory Liens (other than Liens arising or incurred with respect to litigation and judgments) arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations and (ii) do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $25,000,000Debt; (il) Liens on cash easements, rights-of-way, restrictions and cash equivalents securing Derivatives Obligations; (j) Liens other similar encumbrances incurred in the ordinary course of business for which, in the purpose of securing or collateralizing energy purchases or sales as may be required from time to time by an independent system operator or similar system-governing body aggregate, are not substantial in amount and which do not in any jurisdictioncase materially interfere with the ordinary conduct of the business of the Issuer, the Guarantor and their respective Subsidiaries, taken as a whole; (m) Liens incurred in the ordinary course of business in connection with workers compensation claims, unemployment insurance and social security benefits and Liens securing the performance of bids, tenders, leases and contracts in the ordinary course of business, statutory obligations, surety bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business (exclusive of obligations in respect of the payment for borrowed money); (n) Liens arising out of judgments against the Issuer, the Guarantor or any Material Subsidiary to the extent such judgments do not result in an Event of Default under Section 6.01(h); and (ko) Liens on any assets of the Guarantor or any Material Subsidiary not otherwise permitted by the foregoing clauses of this Section 5.09 securing Debt of the Borrower and its Subsidiaries in or other obligations with an aggregate principal or face amount not at any time exceeding 5outstanding not in excess of 4.0% of the Total Consolidated Total Capital Assets of the BorrowerGuarantor, including refinancings thereof subject to the same limitation. Notwithstanding the foregoing provisions of this Section 5.09, the Issuer and the Guarantor shall not permit, create, assume or suffer to exist any Lien on (x) the capital stock of the Issuer or the Concessions or (y) the capital stock of any Material Subsidiary or of any Subsidiary of the Guarantor that is a direct or indirect parent of such Material Subsidiary.

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 an aggregate principal or face amount not exceeding $150,000,000500,000; (b) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such Subsidiary; (c) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event; (dc) any Lien on any asset securing obligations Debt 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 PROVIDED that such Lien attaches to such asset concurrently with or within 90 days after such acquisitionthe acquisition thereof; (ed) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (fe) any Lien existing on any asset prior to as of the acquisition thereof by the Borrower or a Subsidiary Subsidiary; (f) Liens on cash and not created in contemplation Temporary Cash Equivalents securing Derivatives Obligations, PROVIDED that the aggregate amount of cash and Temporary Cash Investments subject to such acquisitionLiens may at no time exceed $7,500,000; (g) any Lien arising under the Acquisition Documents with respect to Property in the Escrow Account; (h) Liens which (i) do not secure Debt, (ii) arise in the ordinary course of business under operating agreements, joint venture agreements, oil and gas partnership agreements, oil and gas leases, farm-out agreements, division orders, contracts for the sale, transportation or exchange of oil and natural gas, unitization and pooling declarations and agreements, area of mutual interest agreements, overriding royalty agreements, marketing agreements, processing agreements, net profits agreements, production payment agreements, royalty trust agreements, development agreements, production sales contracts, gas balancing or deferred production agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or other geophysical permits or agreements, and other agreements which are customary in the oil and gas business, and (iii) are for claims which are either not delinquent or are being contested in good faith by appropriate proceedings and as to which the Borrower or its applicable Subsidiaries shall have set aside on its books such reserves as may be required pursuant to GAAP; (i) Liens not securing Debt reserved in oil and gas mineral leases, or created by statute, to secure royalty, net profits interests, bonus payments, rental payments or other payments out of or with respect to the production, transportation or processing of Hydrocarbons, and compliance with the terms of such leases; (j) Production Payments and Reserve Sales, and Liens on properties subject thereto to secure performance obligations in connection therewith; (k) Liens for taxes, assessments and governmental charges or claims which are either not delinquent or are being contested in good faith by appropriate proceedings and as to which the Borrower or the applicable Subsidiary shall have set aside on its books such reserve as may be required pursuant to GAAP; (l) Statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by law incurred in the ordinary course of business for claims which are either not delinquent or are being contested in good faith by appropriate proceedings and as to which the Borrower or its applicable Subsidiary shall have set aside on its books such reserves as may be required pursuant to GAAP; (m) Liens on any assets, in each case created or made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security, or to secure the payment or performance of tenders, statutory or regulatory obligations, surety bonds, bids, government contracts and leases, trade contracts (other than for Debt), performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of Debt), including lessee or operator obligations under statutes, governmental regulations or instruments related to the ownership, exploration and production of oil, gas and minerals on private, state, federal or foreign lands or waters); (i) Judgment Liens in an aggregate amount not to exceed $20,000,000 and (ii) Liens on any assets in an aggregate amount not to exceed $20,000,000 which secure the payment or performance of appeal bonds with respect to the appeal of any such judgment, in each case, so long as (i) any appropriate legal proceedings which may have been duly initiated for the review of such judgment shall not have been finally terminated or the period within which such proceeding may be initiated shall not have expired and (ii) the Borrower shall have either (A) posted a bond in an amount and manner sufficient that such Lien cannot be executed or (B) obtained a stay of such judgment for the period of the review of such judgment; (o) Liens not securing Debt that arise solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies and burdening only deposit accounts or other funds maintained with a creditor depository institution, PROVIDED that (i) no such deposit account is a dedicated cash collateral account or is subject to restrictions against access by the depositor in excess of those set forth by regulations promulgated by the Board of Governors of the Federal Reserve System, and (ii) no such deposit account is intended by Borrower or any of its Subsidiaries to provide collateral to the depository institution; (p) Imperfections and irregularities in title to any Property which in the aggregate do not materially impair the marketability or use of such Property for the purpose for which it is or may reasonably be expected to be held; (q) Easements, exceptions, reservations, or other agreements for the purpose of pipelines, conduits, cables, wire communication lines, power lines and substations, streets, trails, walkways, drainage, irrigation, water, and sewerage purposes, dikes, canals, ditches, the removal of oil, gas, or other minerals, and other like purposes affecting real property which in the aggregate do not materially burden or impair the marketability or use of such real property for the purposes for which it is or may reasonably be expected to be held; (r) 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 any such Debt is not increased beyond the amount thereof outstanding on the Closing Date or on the date of incurrence of such Lien in accordance with this Section 5.10 (PLUS the reasonable costs of renewals and extensions) and is not secured by any additional assets; (h) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations and (ii) do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $25,000,000; (i) Liens on cash and cash equivalents securing Derivatives Obligations; (j) Liens in the ordinary course of business for the purpose of securing or collateralizing energy purchases or sales as may be required from time to time by an independent system operator or similar system-governing body in any jurisdiction; and (ks) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt of the Borrower and its Subsidiaries in an aggregate principal or face amount not at any time exceeding 5% of Consolidated Total Capital of the Borrower$5,000,000.

Negative Pledge. Neither the Borrower Company nor any Subsidiary of the Borrower will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by itit (other than treasury stock of the Company), except: (a) Liens existing on the date any asset of this Agreement a Foreign Subsidiary securing (i) Debt outstanding on the date of this Agreement described in an aggregate principal Section 5.10(a)(iii) or face amount not exceeding $150,000,000; (ii) Guarantees described in Section 5.10(a)(iv); (b) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such Subsidiary; (c) any Lien existing on any asset of any Person corporation at the time such Person corporation becomes a Subsidiary and not created in contemplation of such event; ; (dc) any Lien on any asset securing obligations Debt incurred or assumed solely for the purpose of financing all or any part of the cost of acquiring ownership or use of improving such asset or a related asset, (including any Lien on any asset deemed to exist by reason of the second sentence of the definition of Lien); provided that such Lien attaches (or is so deemed to attach) to such asset concurrently with or within 90 days after such acquisition; the acquisition or completion of the improvement thereof; (ed) any Lien on any asset of any Person corporation existing at the time such Person 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 and is not secured by any additional assets; ; (g) Liens for taxes not delinquent or being contested in good faith and by appropriate proceedings; (h) deposits or pledges to secure obligations under workers' compensation, social security or similar laws, or under unemployment insurance; (i) mechanics', workers', materialmen's or other like Liens arising in the ordinary course of its business with respect to obligations which (i) do are not secure Debt due or Derivatives Obligations and (ii) do not secure any single obligation (or class of obligations having a common cause) which are being contested in an amount exceeding $25,000,000good faith; (i) Liens on cash and cash equivalents securing Derivatives Obligations; (j) Liens in the ordinary course of business for the purpose of securing or collateralizing energy purchases or sales as may be required from time to time by an independent system operator or similar system-governing body in any jurisdiction; and (k) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt of the Borrower and its Subsidiaries in an aggregate principal or face amount not at any time exceeding 5% of Consolidated Total Capital of the Borrower.

Negative Pledge. 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, and the Borrower shall not permit any Subsidiary to incur any Debt, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal or face amount not exceeding $150,000,0005,000,000; (b) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such Subsidiary; (c) any Lien existing on any asset of any Person corporation at the time such Person corporation becomes a Consolidated Subsidiary and not created in contemplation of such event; (dc) any Lien on any asset securing obligations Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring ownership or use of constructing such asset or a related asset, provided that such Lien attaches to such asset concurrently with or within 90 days 18 months after such acquisitionthe acquisition or completion of construction thereof; (ed) any Lien on any asset of any Person corporation existing at the time such Person 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) any Lien securing an Intercompany Loan; (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 and is not secured by any additional assets; (h) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations , and (ii) do the amount of such Debt secured by any such Lien is not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $25,000,000; (i) Liens on cash and cash equivalents securing Derivatives Obligations; (j) Liens in the ordinary course of business for the purpose of securing or collateralizing energy purchases or sales as may be required from time to time by an independent system operator or similar system-governing body in any jurisdictionincreased; and (k) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt of the Borrower and its Subsidiaries in an aggregate principal or face amount not at any time exceeding 5% of Consolidated Total Capital of the Borrower.

Negative Pledge. Neither the Borrower nor any Subsidiary None of the Borrower Borrowers, any Covered Subsidiary or any Significant Subsidiary, will create, incur (or permit to incur) 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 an aggregate principal or face amount not exceeding $150,000,000Effective Date; (b) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets property subject to the Stock Pledge Agreement held by the Collateral Agent in favor of the holders of the Public Debt, and which are equal, ratable and pari passu with the Liens in favor of the Administrative Agent and the Lenders on such Subsidiaryproperty; (c) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary and of the Company or at the time such Person is merged or consolidated with or into the Company or a Subsidiary of the Company, in each case where the Lien is not created in contemplation of such event; (d) any Lien on any asset securing obligations Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring ownership or use constructing such asset (it being understood that, for this purpose, the acquisition of a Person is also an acquisition of the assets of such asset or a related asset, 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 Borrowers’ 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 Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower Company or a Subsidiary of the Company and not created in contemplation of such acquisition; (gf) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased (other than to cover any transaction 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 Debt, (ii) do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $25,000,000US$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; (h) Liens securing Debt of a Subsidiary of the Company to the Company or another Subsidiary of the Company; (i) Liens on cash and cash equivalents securing Derivatives Obligations; (j) Liens in the ordinary course of business for the purpose of securing or collateralizing energy purchases or sales as may be required from time to time by an independent system operator or similar system-governing body in any jurisdiction; and (k) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt encumbering assets of the Borrower Company and its Subsidiaries in having an aggregate principal or face amount fair market value which is not at any time exceeding 5in excess of 10% of Consolidated Total Capital Net Tangible Assets (determined, in each case, by reference to the most recent date prior to the incurrence or assumption of such Lien for which the BorrowerCompany has delivered its financial statements under Section 5.01(a) or Section 5.01(b), as applicable).

Negative Pledge. Neither the Borrower nor any --------------- Consolidated Subsidiary of the Borrower will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, exceptexcept for: (a) Liens existing on the date of this Agreement hereof securing Debt outstanding on the date of this Agreement in an aggregate principal (including Liens securing Debt under this Agreement) or face amount not exceeding $150,000,000Liens securing any other Debt permitted by Section 6.06; (b) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such Subsidiary; (c) any Lien existing on any asset of any Person corporation at the time such Person corporation becomes a Consolidated Subsidiary and not created in contemplation of such event; (dc) any Lien on any asset securing obligations Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring ownership or use of such asset or a related asset, provided that such Lien attaches to such asset concurrently with or within -------- 90 days after such acquisitionthe acquisition thereof; (ed) any Lien on any asset of any Person corporation existing at the time such Person corporation is merged into 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; (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 and is -------- not secured by any additional assets;; and (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 $25,000,000; (i) Liens on cash and cash equivalents securing Derivatives Obligations; (j) Liens in the ordinary course aggregate materially detract from the value of business for its assets or materially impair the purpose use thereof in the operation of securing or collateralizing energy purchases or sales as may be required from time to time by an independent system operator or similar system-governing body in any jurisdiction; and (k) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt of the Borrower and its Subsidiaries in an aggregate principal or face amount not at any time exceeding 5% of Consolidated Total Capital of the Borrowerbusiness.

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, exceptexcept for the following: (a) Liens existing on the date of this Agreement securing Debt (other than Defeased Debt) outstanding on the date of this Agreement in an aggregate principal or face amount not exceeding $150,000,000500,000; (b) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such Subsidiary; (c) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event; (dc) any Lien on any asset securing obligations Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring ownership or use of such asset or (including without limitation pursuant to a related assetsale/leaseback transaction), provided that such Lien attaches to such asset concurrently with or within 90 ------- ---- days after such acquisitionthe acquisition thereof; (ed) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (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 and is not -------- ---- secured by any additional assets; (i) inchoate statutory Liens arising in the ordinary course of its business securing lis pendens, (ii) Liens securing judgments or orders for the payment of money in an amount up to $15,000,000 and (iii) Liens securing judgments or orders for the payment of money in an amount in excess of $15,000,000 but not more than $20,000,000 which are effectively stayed within 30 days of the judgment or order; (h) Liens (other than Liens described in clause (g)) arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations and Obligations, (ii) do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $25,000,0003,000,000 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; (j) Liens certificates of deposit in an aggregate amount not to exceed 1,271,967 issued by Barclays Bank PLC to Policy Management Systems International, Ltd. to support such bank's obligations to repay the ordinary course holders of business for the purpose of securing or collateralizing energy purchases or sales as may be required from time to time by an independent system operator or similar system-governing body in any jurisdictionDefeased Debt; and (kj) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt of the Borrower and its Subsidiaries in an aggregate principal or face amount not at any time exceeding date not to exceed 5% of Consolidated Total Capital of the BorrowerShareholders' Equity.

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 an aggregate principal or face amount not exceeding $150,000,000170,000,000; (b) Liens any Lien on any asset of or relating to the North Carolina and San Jose ▇▇▇puses (including without limitation 40 45 cash and marketable securities) securing Debt in an aggregate principal or face amount not exceeding $135,000,000 incurred by the obligations Borrower for the purpose of a Subsidiary under Non-Recourse Debt on acquiring, developing and financing or constructing the assets of such SubsidiaryNorth Carolina and San Jose ▇▇▇puses; (c) any Lien existing on any asset of any Person corporation at the time such Person corporation becomes a Subsidiary and not created in contemplation of such event; (d) any Lien (other than any Lien described in clause (b) above) on any asset securing obligations Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring ownership or use of leasing such asset or a related asset, provided that such Lien attaches to such asset concurrently with or within 90 days after such acquisitionthe acquisition or lease thereof; (e) any Lien on any asset of any Person corporation existing at the time such Person 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 the principal or face amount of such Debt is not increased and such Debt is not then secured by any additional assets; (h) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations and Obligations, (ii) do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $25,000,00075,000,000 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; (j) , provided that the aggregate amount of cash and cash equivalents subject to such Liens in the ordinary course of business for the purpose of securing or collateralizing energy purchases or sales as may be required from at no time to time by an independent system operator or similar system-governing body in any jurisdictionexceed $50,000,000; and (kj) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt of the Borrower and its Subsidiaries in an aggregate principal or face amount not at any time exceeding date not to exceed 5% of Consolidated Total Capital of the BorrowerTangible Net Worth.

Negative Pledge. Neither the Borrower Parent nor any Consolidated Subsidiary of the Borrower Parent 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 or committed for on the date of this Agreement and, to the extent securing Debt in an aggregate principal or face amount not exceeding in excess of $150,000,00010,000,000, set forth on Schedule 5.08; (b) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such Subsidiary; (c) any Lien existing on any asset of any Person entity at the time such Person entity becomes a Consolidated Subsidiary and not created in contemplation of such event; (dc) any Lien on any asset securing obligations Debt incurred or assumed for the purpose of financing an amount not to exceed all or any part of the cost of acquiring ownership or use of such asset or a related asset, provided that such Lien attaches to such asset concurrently with or within 90 days after such acquisitionthe acquisition thereof; (ed) any Lien on any asset of any Person entity existing at the time such Person entity is merged or consolidated with or into the Borrower Parent 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 Parent or a Consolidated Subsidiary of the Parent 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 (except as grossed-up for the customary fees and expenses incurred in connection with such refinancing, extension, renewal or refunding and except as a result of the capitalization or accretion of interest) 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 Debt, (ii) in the case of judgment, attachment or other similar Liens in connection with legal proceedings, do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $25,000,000200,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (h) Liens on proceeds of any assets permitted to be subject to any Lien permitted by this Section 5.08; (i) Liens on cash and cash equivalents securing Derivatives Obligations; (j) Liens arising in connection with the ordinary course defeasance of business for Debt as contemplated by the purpose definition of securing or collateralizing energy purchases or sales as may be required from time to time by an independent system operator or similar system-governing body in any jurisdictionDebt; and (kj) Liens not otherwise permitted by the foregoing clauses of this Section 5.08 securing Debt of the Borrower and its Subsidiaries in an aggregate principal or face amount not at any time exceeding 5outstanding not to exceed on the date of incurrence thereof 10% of Consolidated Total Capital Shareholders’ Equity. For purposes of determining compliance with this Section 5.08, no Default shall be deemed to have occurred solely as a result of changes in exchange rates for an obligation denominated in a currency other than Dollars (provided that calculations made for a subsequent obligation incurred shall take into account such changes in exchange rates) occurring after the Borrowertime any Lien is created or assumed.

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) any Liens existing deemed to exist on the date of this Agreement securing Debt outstanding on under the date of this Agreement in an aggregate principal or face amount not exceeding $150,000,000Purchase Agreement; (b) Liens on cash and cash equivalents securing the obligations of a Subsidiary under Non-Recourse Debt on Substitute Note, as contemplated by the assets of such SubsidiaryReimbursement Agreement; (c) any Lien existing Liens on any asset assets of any Person existing at the time such Person becomes a Subsidiary and not created in contemplation of such event; (d) any Lien on any asset securing obligations incurred or assumed for the purpose of financing all or any part of the cost of acquiring ownership or use of such asset or a related asset, provided that such Lien attaches to such asset concurrently with or within 90 days after such acquisition; (e) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary and 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 and is not secured by any additional assets; (h) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations and Obligations, (ii) do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $25,000,000150,000,000 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; (ie) Liens on cash and cash equivalents securing Derivatives Obligations, provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $75,000,000; (jf) statutory or common law Liens of or upon deposits of cash in the ordinary course favor of business for the purpose of securing banks or collateralizing energy purchases or sales as may be required from time to time by an independent system operator or similar system-governing body in any jurisdictionother depository institutions; and (kg) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt of the Borrower and its Subsidiaries in an aggregate principal or face amount not at any time exceeding 5date not to exceed 10% of Consolidated Total Capital Net Worth of the Borrower.

Negative Pledge. Neither the Borrower Company nor any Consolidated 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 Mortgaged Property to secure Debt outstanding on under the date of this Agreement in an aggregate principal or face amount not exceeding $150,000,000; Mortgage; (b) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such Subsidiary; (c) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event; (d) any Lien on any asset securing obligations incurred or assumed for the purpose of financing all or any part of the cost of acquiring ownership or use of such asset or a related asset, provided that such Lien attaches to such asset concurrently with or within 90 days after such acquisition; (e) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary and 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 and is not secured by any additional assets; (h) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations and Obligations, (ii) do not secure any single obligation (secure, in the case of judgments or class of orders, obligations having a common cause) in an aggregate amount exceeding $25,000,000; US$100,000,000 and (iiii) 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; (c) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Subsidiary of the Company; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Company or such Subsidiary or acquired by the Company or such Subsidiary, (d) 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 US$250,000,000 and provided further that the sum of (jx) such aggregate amount and (y) the aggregate amount of Debt secured as permitted by clause (f) below does not at any date exceed US$500,000,000; (e) Liens in on cash collateral provided under the ordinary course terms of business for the purpose of securing or collateralizing energy purchases or sales as may be required from time to time by an independent system operator or similar system-governing body in any jurisdictionthis Agreement; and and (kf) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt or other obligations, provided that the sum of (x) the Borrower and its Subsidiaries in an aggregate principal or face amount of such Debt and other obligations and (y) the aggregate amount of cash and cash equivalents referred to in clause (d) above does not at any time exceeding 5% of Consolidated Total Capital of the Borrowerdate exceed US$500,000,000.

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 Restatement Date securing Debt outstanding on the date of this Agreement in an aggregate principal or face amount not exceeding $150,000,00075,000,000; (b) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such Subsidiary; (c) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event; (dc) any Lien on any asset securing obligations Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring ownership acquiring, constructing, or use of improving such asset or a related asset, provided that such Lien attaches to such asset concurrently with or within 90 180 days after such acquisitionthe acquisition or completion of construction or improvement thereof; (e) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (fd) any Lien existing on any asset prior to the acquisition thereof by merger or otherwise 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 Section, provided that such Debt is not increased (except by the amount of any costs associated with such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (f) Liens to secure a Debt owing to the Borrower or a Subsidiary Guarantor; (g) Liens created under the Collateral Documents; provided that the aggregate principal amount of Senior Notes secured thereunder at any time outstanding (exclusive of Senior Notes excluded in the determination of Senior Secured Debt) shall not exceed $3,250,000,000 plus the principal amount of any Senior Notes issued to pay premiums or transaction costs incurred in connection with the refinancing of Senior Notes; (h) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations and (ii) do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $25,000,000Ordinary Course Liens; (i) Liens on cash and cash equivalents securing Derivatives Obligations[Reserved]; (j) Liens not otherwise permitted by this Section securing Debt in an aggregate principal amount at no time exceeding (x) $50,000,000 less (y) the ordinary course aggregate outstanding principal amount of business for Debt of Subsidiaries permitted solely by clause 5.10(g) at such time and less (z) the purpose aggregate outstanding principal amount of securing or collateralizing energy purchases or sales as may be required from time to time Debt of Persons other than Subsidiaries permitted solely by an independent system operator or similar system-governing body in any jurisdiction; andclause 5.20(d); (k) Liens not otherwise permitted by the foregoing clauses of this Section on TDI Assets (i) securing Debt of the Borrower and its Subsidiaries in an aggregate principal or face amount not at any time exceeding 5% $100,000,000 that is incurred or assumed for the purpose of Consolidated Total Capital improving the Rhodia TDI Plant, or (ii) arising pursuant to a sublicense of the TDI License by the Borrower (or a Subsidiary that is party to the TDI License) to the Borrower Joint Venture (or special purpose Subsidiary of Rhodia or the Borrower) that owns the Rhodia TDI Plant; and (l) Asset Sale Liens.

Negative Pledge. Neither the Borrower nor any Consolidated 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 or committed for on the date of this Agreement and, to the extent securing Debt in an aggregate principal or face amount not exceeding in excess of $150,000,00010,000,000, set forth on Schedule 5.08; (b) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such Subsidiary; (c) any Lien existing on any asset of any Person entity at the time such Person entity becomes a Consolidated Subsidiary and not created in contemplation of such event; (dc) any Lien on any asset securing obligations Debt incurred or assumed for the purpose of financing an amount not to exceed all or any part of the cost of acquiring ownership or use of such asset or a related asset, provided that such Lien attaches to such asset concurrently with or within 90 days after such acquisitionthe acquisition thereof; (ed) any Lien on any asset of any Person entity existing at the time such Person entity 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 of the Borrower 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 to the extent that such Debt is not increased (except as grossed-up for the customary fees and expenses incurred in connection with such refinancing, extension, renewal or refunding and except as a result of the capitalization or accretion of interest) 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 Debt, (ii) in the case of judgment, attachment or other similar Liens in connection with legal proceedings, do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $25,000,000200,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (h) Liens on proceeds of any assets permitted to be subject to any Lien permitted by this Section 5.08; (i) Liens on cash and cash equivalents securing Derivatives Obligationsarising in connection with the defeasance, discharge and/or redemption of Debt as contemplated by the definition of Debt; (j) Liens on any amounts held by a trustee or other escrow agent under any indenture or other debt agreement issued in escrow pursuant to customary escrow arrangements pending the ordinary course of business for the purpose of securing release thereof, or collateralizing energy purchases under any indenture or sales as may be required from time other debt agreement pursuant to time by an independent system operator customary discharge, redemption or similar system-governing body in any jurisdictiondefeasance provisions; and (k) Liens not otherwise permitted by the foregoing clauses of this Section 5.08 securing Debt of the Borrower and its Subsidiaries in an aggregate principal or face amount not at any time exceeding 5outstanding not to exceed on the date of incurrence thereof 10% of Consolidated Total Capital Shareholders’ Equity. For purposes of determining compliance with this Section 5.08, no Default shall be deemed to have occurred solely as a result of changes in exchange rates for an obligation denominated in a currency other than Dollars (provided that calculations made for a subsequent obligation incurred shall take into account such changes in exchange rates) occurring after the Borrowertime any Lien is created or assumed.

Negative Pledge. Neither the Borrower Lessee nor any Consolidated Subsidiary of the Borrower will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (ai) Liens existing on the date of this Agreement Lease securing Debt outstanding on the date of this Agreement in an aggregate principal or face amount not exceeding $150,000,000Lease; (b) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such Subsidiary; (cii) any Lien existing on any asset of any Person corporation at the time such Person corporation becomes a Consolidated Subsidiary and not created in contemplation of such event; (diii) any Lien on any asset securing obligations Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring ownership or use of constructing such asset or a related asset, provided that such Lien attaches to such asset concurrently with or within 90 days 18 months after such acquisitionthe acquisition or completion of construction thereof; (eiv) any Lien on any specific fixed asset of any Person corporation existing at the time such Person corporation is merged or consolidated with or into the Borrower Lessee or a Consolidated Subsidiary and not created in contemplation of such event; (fv) any Lien existing on any specific fixed asset prior to the acquisition thereof by the Borrower Lessee or a Consolidated Subsidiary and not created in contemplation of such acquisition; (gvi) Liens securing Debt owing by any Subsidiary to the Lessee; (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 paragraphs of this SectionSection 30(q), provided that (x) such Debt is not increased and is not secured by any additional assets, and (y) the amount of such Debt secured by any such Lien is not increased; (hviii) Liens imposed by any governmental authority for taxes, assessments or charges not yet delinquent or which are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Lessee or any of its Subsidiaries, as the case may be, in accordance with GAAP; (ix) carriers', warehousemen's, mechanics', materialmen's repairmen's or other like Liens arising in the ordinary course of business (whether or not statutory) which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings, for which a reserve or other appropriate provisions, if any, as shall be require by GAAP shall have been made; (x) pledges or deposits to secure non-delinquent obligations under worker's compensation, unemployment insurance and other social security legislation; (xi) Liens on capital stock of or other ownership interests in any Person not a Subsidiary of the Lessee securing Indebtedness of such Person; (xii) Liens resulting from progress payments or partial payments under United States government contracts or subcontracts; (xiii) Liens arising from legal proceedings, so long as such proceedings are being contested in good faith by appropriate proceedings diligently conducted and so long as execution is stayed on all judgments resulting from any such proceedings; (xiv) Liens on real Property; (xv) Liens incidental to the conduct of its business or the ownership of its assets which (i) do not secure Debt or Derivatives Obligations and (ii) do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $25,000,000; (i) Liens on cash and cash equivalents securing Derivatives Obligations; (j) Liens in the ordinary course aggregate materially detract from the value of business for its assets or materially impair the purpose use thereof in the operation of securing or collateralizing energy purchases or sales as may be required from time to time by an independent system operator or similar system-governing body in any jurisdictionits business; and (kxvi) Liens not otherwise permitted by the foregoing clauses paragraphs of this Section 30(q) securing Debt of (other than indebtedness under this Lease or the Borrower and its Subsidiaries other Operative Documents) in an aggregate principal or face amount not at any time exceeding outstanding not to exceed 5% of Consolidated Total Capital Tangible Net Worth. Provided Liens permitted by the foregoing paragraphs (i) through (xvi) shall at no time secure Debt in an aggregate amount greater than 25% of the BorrowerTangible Net Worth.

Negative Pledge. Neither the Borrower nor any Subsidiary of the The Borrower will not and will not permit any of its Subsidiaries to create, assume or suffer to exist any Lien on any asset Property (including, without limitation, any shares of the capital stock or other securities of any Subsidiary of the Borrower) now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding and described on the date of this Agreement in an aggregate principal or face amount not exceeding $150,000,000Schedule III hereto; (b) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such SubsidiaryPermitted Encumbrances; (c) Liens which arise pursuant to a final judgment or judgments not in excess of $5,000,000 in the aggregate for the payment of money if discharged within 30 days or fully bonded or covered by insurance where the surety or the insurer, as the case may be, has admitted liability in respect of such judgment; (d) any Lien existing on any asset Property of any Person corporation at the time such Person corporation becomes a Subsidiary of the Borrower and not created in contemplation of such event; (de) any Lien on any asset Property securing obligations Indebtedness 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 assetProperty, provided provided, that such Lien attaches to such asset Property concurrently with or within 90 days after such acquisitionthe acquisition thereof; (ef) any Lien on any asset Property, including real property, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of constructing such Property or improvements on or of any Person such real property; (g) any Lien on any Property of any corporation existing at the time such Person corporation is merged or consolidated with or into the Borrower or a Subsidiary any of its Subsidiaries and not created in contemplation of such event; (fh) any Lien existing on any asset Property prior to the acquisition thereof by the Borrower or a Subsidiary any of its Subsidiaries and not created in contemplation of such acquisition; (gi) 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 and is not secured by any additional assets; (h) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations and (ii) do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $25,000,000; (i) Liens on cash and cash equivalents securing Derivatives ObligationsProperty; (j) Liens in any Lien which secures Indebtedness owing by a Subsidiary of the ordinary course Borrower to the Borrower or by the Borrower to any of business for the purpose of securing or collateralizing energy purchases or sales as may be required from time to time by an independent system operator or similar system-governing body in any jurisdictionits Subsidiaries; andand Credit Agreement (k) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt of the Borrower and its Subsidiaries Indebtedness outstanding at any time in an aggregate principal or face amount not at any time exceeding 5% of Consolidated Total Capital of the Borrower$25,000,000.

Negative Pledge. Neither the Borrower nor The Company will not, and will not permit any Subsidiary of the Borrower will its Material Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien on upon or with respect to any asset now owned of its present or hereafter acquired by itfuture Property, except: (a) Liens any Lien on any Property (or, in the case of a line of credit secured by inventory or accounts receivable, class of Property) existing on the date Closing Date, which, for the avoidance of this Agreement securing Debt outstanding on doubt, shall not include any Liens related to the date of this Agreement in an aggregate principal or face amount not exceeding $150,000,0002009 Collateral Documents; (b) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such Subsidiary; (c) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event; (d) any Lien on any asset securing obligations all or any part of the purchase price of property or assets (including inventories) acquired or any portion of the cost of construction, development, alteration or improvement of any property, facility or asset or Indebtedness incurred or assumed solely for the purpose of financing all or any part of the cost of acquiring ownership or use of constructing, developing, altering or improving such asset property, facility or a related asset, provided which Lien attached solely to such property, facility or asset during the period that such Lien attaches to such property, facility or asset was being constructed, developed, altered or improved or concurrently with or within 90 120 days after the acquisition, construction, development, alteration or improvement thereof; (c) Liens of a Subsidiary existing prior to the time such Subsidiary became a Subsidiary of the Company which (i) do not secure Indebtedness exceeding the aggregate principal amount of Indebtedness subject to such Lien prior to the time such Subsidiary became a Subsidiary of the Company, (ii) do not attach to any Property other than the Property attached pursuant to such Lien prior to the time such Subsidiary became a Subsidiary of the Company, and (iii) were not created in contemplation of such Subsidiary becoming a Subsidiary of the Company; (d) any Lien on any Property existing thereon at the time of the acquisition of such Property and not created in connection with or in contemplation of such acquisition; (e) any Lien on any asset Property (or, in the case of any Person existing at the time such Person is merged a line of credit secured by inventory or consolidated with accounts receivable, class of Property) securing an extension, renewal, refunding or into the Borrower replacement of Indebtedness or a Subsidiary line of credit secured by a Lien referred to in clause (a), (b), (c) or (d) above; provided that such new Lien is limited to the Property (or, in the case of a line of credit secured by inventory or accounts receivable, class of Property) which was subject to the prior Lien immediately before such extension, renewal, refunding or replacement, and provided that the principal amount of Indebtedness or the amount of the line of credit secured by the prior Lien is not created increased immediately before or in contemplation of or in connection with such eventextension, renewal, refunding or replacement; (f) any Lien existing on securing taxes, assessments and other governmental charges, the payment of which is not yet due or the payment of which is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserves or other appropriate provision, if any, as shall be required by IFRS or, in the case of Material Subsidiaries organized under laws of any asset prior to other jurisdiction, the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisitionapplicable GAAP therein, shall have been made; (g) any Lien arising out Liens incurred or deposits made in the ordinary course of the refinancingbusiness in connection with workers’ compensation, extension, renewal or refunding unemployment insurance and other types of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assetssocial security; (h) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen, repairmen or the like arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations and (ii) do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $25,000,000; (i) Liens on cash and cash equivalents securing Derivatives Obligations; (j) Liens in the ordinary course of business for sums not yet due or the purpose payment of securing which is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserves or collateralizing energy purchases or sales other appropriate provision, if any, as may shall be required from by IFRS or, in the case of Material Subsidiaries organized under the laws of any other jurisdiction, the applicable GAAP therein, shall have been made; (i) any Lien created by attachment or judgment, unless the judgment it secures shall not, within 60 days after the entry thereof, have been discharged or execution thereof stayed pending appeal, or shall not have been discharged within 60 days after the expiration of any such stay; (j) any Lien created in connection with Permitted Hedging Transactions on Cash and Cash Equivalent Investments or on the commodity underlying such Permitted Hedging Transaction, to the extent such Permitted Hedging Transaction contemplates the purchase or sale of such commodity; provided that the market value of such assets subject to the Lien shall not exceed, in the aggregate, US$50,000,000 at any time to time by an independent system operator or similar system-governing body in any jurisdiction; andoutstanding; (k) Liens to secure working capital borrowings not otherwise permitted exceeding in the aggregate the greater of (i) US$100,000,000 (or the equivalent in other currencies) or (ii) (A) 15% of the Consolidated Net Worth of the Company less (B) the amount of any Guaranty Obligations incurred by the foregoing clauses Company or any of this Section securing Debt its Consolidated Subsidiaries for the account of parties other than the Borrower Company and its Subsidiaries Consolidated Subsidiaries; and (l) Liens in an aggregate principal connection with bank overdraft protection, lines of credit or face amount not at any time exceeding 5% similar arrangements incurred in the ordinary course of Consolidated Total Capital of the Borrowerbusiness.

Negative Pledge. Neither (a) Each Obligor shall not, and the Borrower nor Company shall procure that no Group Company will, create or permit to subsist any Subsidiary Security over all or any of the Borrower will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, exceptits assets. (b) Paragraph (a) does not apply to: (ai) Liens any Security created or subsisting with the prior written consent of the Majority Lenders; (ii) any lien or rights of set-off arising by operation of law or in the ordinary course of business; (iii) any Security over any assets of a Group Company existing on at the time that company becomes a Group Company provided that: (A) the company is not a Group Company at the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal or face amount not exceeding $150,000,000Agreement; (bB) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such Subsidiary; (c) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary and Security is not created in contemplation of such eventthat company becoming a Group Company; (dC) any Lien on any asset securing obligations incurred or assumed for the purpose of financing all or any part of Security remains confined to the cost of acquiring ownership or use of asset(s) it covered at the date the company became a Group Company; and (D) to the extent that the amount secured has been increased, such asset or a related asset, provided that such Lien attaches to such asset concurrently with or Security shall not fall within 90 days after such acquisitionthis sub-paragraph (iii); (eiv) any Lien on Security from (or (a) over the shares (or other right of ownership) in or (b) Borrowings from Group Companies of) any asset member of any Person existing at the time such Person is merged or consolidated with or into the Borrower or E-Plus Group securing a Borrowing permitted by Clause 21.7(a) (Subsidiary and not created in contemplation of such eventBorrowings); (fv) any Lien existing on any asset prior Security arising pursuant to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisitionCash-backed Borrowing; (gvi) any Lien arising out Security referred to in paragraph (a)(ii) of the refinancing, extension, renewal definition of "Project Borrowing" in Clause 1.1 (Definitions) or refunding any Security over the assets of any Debt secured a Project Borrower created by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assetsProject Borrower; (hvii) Liens arising any netting or set-off arrangement entered into by any Group Company in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations banking arrangements for the purpose of netting debit and (ii) do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $25,000,000credit balances; (iviii) Liens on cash any Security over or affecting any asset acquired by a Group Company after the date of this Agreement provided that: (A) the Security existed at the time such acquisition was made and cash equivalents securing Derivatives Obligationswas not created in contemplation of the acquisition of that asset by a Group Company; (jB) Liens the Security remains confined to those assets subject to such acquisition; and (C) to the extent that the principal amount secured since the acquisition of that asset by a Group Company has been increased, such Security shall not fall within this sub-paragraph (viii); (ix) any title transfer, conditional sale or retention of title arrangement entered into by any Group Company in the ordinary course of business for business; (x) any Security (a "substitute Security") which replaces any other Security permitted under sub-paragraphs (iii) and (iv) above (an "existing Security") to the purpose extent that the Security secures an amount not exceeding the principal amount secured by such existing Security at the time it is replaced provided that (1) the existing Security to be replaced is released and all amounts secured thereby are paid or otherwise discharged in full at or prior to the time of securing such substitute Security being created or collateralizing energy purchases or sales as may be required from time arising and (2) such substitute Security does not extend to time by an independent system operator or similar system-governing body in any jurisdictioncover assets not previously subject to that existing Security; and (kxi) Liens not otherwise permitted any other Security securing Borrowings created or outstanding by the foregoing clauses of this Section securing Debt any member of the Borrower Group other than the Company, but only if the aggregate Borrowings secured by all Security created or outstanding under this exception on or over any assets of the Obligors and its Subsidiaries in an aggregate principal or face amount each Principal Subsidiary does not at any time exceeding exceed five per cent. (5% of Consolidated Total Capital %) of the BorrowerTotal Assets of the Group at that time. (c) The Company shall supply to the Facility Agent, within 5 Business Days of a request by the Facility Agent, a certificate signed by an Executive Officer certifying: (i) the amount of the aggregate Borrowings secured by all Security falling within Paragraph (b)(xi) above; and (ii) the amount of the Total Assets of the Group, as at the date of the Facility Agent's request.

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 any Lien of the Borrower and its Subsidiaries in existence on the date of this Agreement securing Debt outstanding Effective Date and listed on the date of this Agreement in an aggregate principal or face amount not exceeding $150,000,000Schedule 4; (b) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such Subsidiary; (c) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event; (d) any Lien on any asset securing obligations Debt in an aggregate principal amount at any time outstanding not to exceed $10,000,000 incurred or assumed for the purpose of financing all or any part of the cost of acquiring ownership acquiring, constructing or use of improving such asset or a related asset, provided that such Lien attaches to such asset concurrently with or within 90 180 days after such acquisitionthe acquisition thereof; (ec) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary, or at the time such Person becomes a Subsidiary or at the time such asset is acquired and not created in contemplation of such eventevent (and so long as the respective such Lien does not extend to, or attach to any additional asset, as a result of (or after giving effect to) the respective merger or consolidation) and if securing Debt, such Debt is permitted under Section 5.10(b)(y); (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; (gd) any Lien arising out of the refinancing, extension, renewal or refunding (including successive refinancings, extensions, renewals or refundings) of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assetsassets and the principal amount of such Debt is not increased (except for the amount of any premium required to be paid pursuant to the terms of such Debt, plus expenses reasonably incurred by the issuer of such Debt, in connection with such refinancing, extension, renewal or refunding); (he) 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 liability (or class of obligations or liabilities having a common cause) in an amount exceeding $25,000,0005,000,000; (f) Liens created by the Collateral Documents; (g) Permitted Encumbrances (as defined in the Mortgages) and those Liens permitted to be contested under Section 2.06 of the Mortgages; (h) Liens to secure Debt owed to the Borrower or a Guarantor; (i) Liens on cash and cash equivalents securing Derivatives Obligationsto secure Debt of a Foreign Subsidiary permitted under Section 5.10(f); (j) Liens in favor of the ordinary course trustee under the Existing 11 1/4% Senior Subordinated Notes Indenture as provided for in the Existing 11 1/4% Senior Subordinated Notes Indenture on money or property held or collected by such trustee in its capacity as trustee under the Existing 11 1/4% Senior Subordinated Notes Indenture in connection with the defeasance or discharge of business the Existing 11 1/4% Senior Subordinated Notes and Liens in favor of the trustee under the Existing 9 1/4% Senior Subordinated Notes Indenture on money or property held or collected by such trustee in its capacity as trustee under the Existing 9 1/4% Senior Subordinated Notes Indenture in connection with the defeasance or discharge of the Existing 9 1/4% Senior Subordinated Notes; (k) inchoate Liens for taxes, assessments or governmental charges or levies not yet due or Liens for taxes, assessments or governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves have been established in accordance with GAAP; (l) Liens arising out of judgments, decrees or attachments not exceeding $10,000,000 in the purpose of securing aggregate at any time outstanding with respect to which the Borrower and/or its Subsidiaries shall in good faith be prosecuting an appeal or collateralizing energy purchases proceedings for review, provided that no cash or sales other property shall be pledged by the Borrower or any Subsidiary as may be required from time to time by an independent system operator or similar system-governing body in any jurisdictionsecurity therefor; and (km) Liens not otherwise permitted by the foregoing clauses of this Section securing to secure Debt of the Borrower and its Subsidiaries or other obligations in an aggregate principal or face amount not at any no time exceeding 5% of Consolidated Total Capital of the Borrower$1,000,000.

Negative Pledge. Neither the Borrower nor any Subsidiary of the Borrower will Not create, assume or suffer permit to exist exist, nor permit any Lien Significant Subsidiary to create, assume or permit to exist, any Liens on any asset assets now owned or hereafter acquired by it, exceptother than: (ai) Liens existing on created by the date of this Agreement securing Debt outstanding on Company Indenture or the date of this Agreement in an aggregate principal or face amount not exceeding $150,000,000HELCO Indenture; (bii) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such Company's interest in the Millstone Unit No. 1, Millstone Unit No. 2 or Millstone Uni▇ ▇▇. ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ing facilities or nuclear fuel for any or all nuclear units in which the Company has an interest (including, without limitation, Millstone Unit No. 1, Millstone Unit No. 2 and Millstone Un▇▇ ▇▇. ▇); (▇▇▇) Liens permitted by the Company Indenture or the HELCO Indenture; (iv) any Lien created or assumed to secure debt owing by any Subsidiary to the Company or to any Wholly-Owned Subsidiary; (cv) any purchase money security interest or construction mortgage on assets hereafter acquired or constructed by the Company or any Significant Subsidiary and any Lien existing on any asset of any Person assets existing at the time of acquisition thereof by the Company or any Significant Subsidiary, or created within 180 days from the date of completion of the acquisition or construction; PROVIDED that such Person Lien shall at all times be confined solely to the assets so acquired or constructed and any additions thereto; (vi) any existing Liens on assets now owned by the Company or any Significant Subsidiary, Liens on assets of any Significant Subsidiary existing at the time it becomes a Subsidiary and not created in contemplation Liens existing on assets of a corporation or other going concern business when it is merged into or with the Company or a Significant Subsidiary or when substantially all of its assets are acquired by the Company or a Significant Subsidiary; PROVIDED that such eventLiens shall at all times be confined solely to such assets, or if such assets constitute a utility system, additions to or substitutions for such assets; (dvii) Liens resulting from legal proceedings being contested in good faith and for which reserves which in the judgment of the Company are adequate have been established by the Company or the applicable Significant Subsidiary; (viii) Liens created in favor of the other contracting party in connection with advance or progress payments; (ix) any Lien Liens in favor of any state of the United States or any political subdivision of any such state, or any agency of any such state or political subdivision, or trustee acting on behalf of holders of obligations issued by any asset securing of the foregoing or any financial institution lending to or purchasing obligations incurred of any of the foregoing, which security is created or assumed for the purpose of financing all or any part of the cost of acquiring ownership or use of such asset or a related asset, provided that such Lien attaches to such asset concurrently with or within 90 days after such acquisitionconstructing the property subject thereto; (ex) any Lien on any asset of any Person existing at the time such Person is merged Liens resulting from conditional sale agreements, capital leases or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such eventother title retention agreements; (fxi) Liens on property of the Company or any Lien existing on any asset prior Significant Subsidiary related to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation financing of such acquisitionpollution control facilities; (gxii) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assets; (h) other Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations and (ii) do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $25,000,000; (i) Liens on cash and cash equivalents securing Derivatives Obligations; (j) Liens incurred in the ordinary course of business for otherwise than to secure borrowings; (xiii) Liens under Connecticut General Statutes Section 22a-452a or any successor provision; (xiv) any extension, renewal or replacement of Liens permitted by clauses (i) to (v), (viii) to (xi) and (xiii); PROVIDED, HOWEVER, that the purpose principal amount of securing debt secured thereby shall not, at the time of such extension, renewal or collateralizing energy purchases replacement, exceed the principal amount of indebtedness so secured and that such extension, renewal or sales as may replacement shall be required from time limited to time by an independent system operator all or similar system-governing body in any jurisdictiona part of the property which secured the Lien so extended, renewed or replaced; and (kxv) Liens not otherwise (in addition to those permitted by the foregoing pursuant to clauses of this Section (i) through (xiv) above) securing Debt of the Borrower and its Subsidiaries in an aggregate principal or face amount not at exceeding $200,000,000; provided, that, no such Lien shall be permitted on any time exceeding 5% of Consolidated Total Capital receivable of the BorrowerCompany or any Significant Subsidiary unless in the reasonable opinion of the Bank the existence of such Lien will not materially adversely affect the financial condition of the Company or its ability to perform its obligations hereunder or under the Related Documents.

Negative Pledge. Neither The Company will not and will ensure that no Subsidiary will create or have outstanding any security on or over any Principal Property in respect of any Indebtedness and the Borrower nor Company will not create or have outstanding any security on or over the capital stock of any of its Subsidiaries that own a Principal Property and will ensure that no Subsidiary will create or have outstanding any security on or over the capital stock of the Borrower will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, exceptof its respective Subsidiaries that own a Principal Property except in either case for: (a) Liens existing on any security for the date purchase price or cost of this Agreement securing Debt outstanding on construction of real property acquired by the date Company or any of this Agreement in an aggregate principal its Subsidiaries (or face amount not exceeding $150,000,000additions, substantial repairs, alterations or substantial improvements thereto) or equipment, provided that such Indebtedness and such security are incurred within 18 months of the acquisition or completion of construction (or alteration or repair) and full operation; (b) Liens securing any security existing on property or on capital stock, as the obligations case may be, at the time of acquisition of such property or capital stock, as the case maybe, by the Company or a Subsidiary or on the property or capital stock, as the case may be, of a Subsidiary under Non-Recourse Debt on corporation at the assets time of the acquisition of such Subsidiarycorporation by the Company or a Subsidiary (including acquisitions through merger or consolidation); (c) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary and not security created in contemplation favor of such eventthe Company or a Subsidiary; (d) any Lien on any asset securing obligations incurred or assumed for security created by operation of law in favor of government agencies of the purpose United States of financing all America or any part of the cost of acquiring ownership or use of such asset or a related asset, provided that such Lien attaches to such asset concurrently with or within 90 days after such acquisitionState thereof; (e) any Lien on any asset security created in connection with the borrowing of any Person existing funds if within 120 days such funds are used to repay Indebtedness in at least the time such Person is merged same principal amount as secured by other security of Principal Property or consolidated with or into the Borrower or capital stock of a Subsidiary and not created in contemplation that owns a Principal Property, as the case may be, with an independent appraised fair market value at least equal to the appraised fair market value of such event;the Principal Property or capital stock of a Subsidiary that owns a Principal Property, as the case may be, secured by the new security; and (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 replacement of any Debt secured by any Lien permitted by any of security referred to in the foregoing clauses of this Section, (a) through (e) provided that such Debt the amount thereby secured is not increased increased; unless any Loans made and/or to be made to and is not all other sums payable by the Company under this Agreement shall be secured by any additional assets; (h) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations equally and (ii) do not secure any single obligation ratably with (or class of obligations having a common causeprior to) in an amount exceeding $25,000,000; (i) Liens on cash such Indebtedness so long as such Indebtedness shall be so secured. Notwithstanding the foregoing, the Company and cash equivalents any one or more Subsidiaries may, without securing Derivatives Obligations; (j) Liens in the ordinary course of business for the purpose of securing or collateralizing energy purchases or sales as may Loans made and/or to be required from time made to time by an independent system operator or similar system-governing body in any jurisdiction; and (k) Liens not otherwise permitted and all other sums payable by the Company under this Agreement, create, issue or assume Indebtedness which would otherwise be subject to the foregoing clauses of this Section securing Debt of the Borrower and its Subsidiaries restrictions in an aggregate principal or face amount not at any time exceeding 5% of Consolidated Total Capital which, together with all other such Indebtedness of the Borrower.Company and its Subsidiaries (not including Indebtedness permitted to be secured pursuant to the foregoing clauses (a) through (f) and the aggregate Attributable Debt),

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) any Liens existing deemed to exist on the date of this Agreement securing Debt outstanding on under the date of this Agreement in an aggregate principal or face amount not exceeding $150,000,000;Purchase Agreement; 32 (b) Liens on cash and cash equivalents securing the obligations of a Subsidiary under Non-Recourse Debt on Substitute Note, as contemplated by the assets of such SubsidiaryReimbursement Agreement; (c) any Lien existing Liens on any asset assets of any Person existing at the time such Person becomes a Subsidiary and not created in contemplation of such event; (d) any Lien on any asset securing obligations incurred or assumed for the purpose of financing all or any part of the cost of acquiring ownership or use of such asset or a related asset, provided that such Lien attaches to such asset concurrently with or within 90 days after such acquisition; (e) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary and 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 and is not secured by any additional assets; (h) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations and Obligations, (ii) do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $25,000,000150,000,000 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; (ie) Liens on cash and cash equivalents securing Derivatives Obligations, provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $75,000,000; (jf) statutory or common law Liens of or upon deposits of cash in the ordinary course favor of business for the purpose of securing banks or collateralizing energy purchases or sales as may be required from time to time by an independent system operator or similar system-governing body in any jurisdictionother depository institutions; and (kg) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt of the Borrower and its Subsidiaries in an aggregate principal or face amount not at any time exceeding 5date not to exceed 10% of Consolidated Total Capital Net Worth of the Borrower.

Negative Pledge. Neither the Borrower Company 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 and set forth in Schedule 5.10; provided that (i) such Lien shall not apply to any other property or asset of the Company or any Subsidiary and (ii) such Lien shall 103 secure only those obligations which it secures on the date of this Agreement in an aggregate hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal or face amount not exceeding $150,000,000thereof; (b) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such Subsidiary; (c) any Lien existing on any fixed or capital asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event; (dc) any Lien on any asset securing obligations incurred fixed or assumed for the purpose of financing all or any part of the cost of acquiring ownership or use of such asset or a related asset, provided that such Lien attaches to such asset concurrently with or within 90 days after such acquisition; (e) any Lien on any capital asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower Company or a Subsidiary and not created in contemplation of such event; (fd) any Lien existing on any fixed or capital asset prior to the acquisition thereof by the Borrower Company or a Subsidiary and not created in contemplation of such acquisition; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assets; (he) Liens arising in the ordinary course of its business which (i) do not secure Debt Indebtedness or Derivatives Obligations and Obligations, (ii) do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $25,000,00015,000,000 and (iii) do not, in the aggregate, secure obligations in an aggregate amount exceeding $50,000,000 (it being understood that judgment liens shall be considered to be Liens arising in the ordinary course of business to the extent they do not give rise to an Event of Default under Section 6.01(j)); (if) Liens on cash and cash equivalents securing Derivatives Obligations, provided that the aggregate amount of cash and cash equivalents subject to such Liens shall at no time exceed $1,000,000; (jg) Liens in favor of the ordinary course of business for Trustee under each Subordinated Indenture to the purpose of securing or collateralizing energy purchases or sales as may be required from time to time by an independent system operator or similar system-governing body in any jurisdictionextent such Liens are permitted under each Subordinated Indenture; and (kh) Liens not otherwise permitted by created under the foregoing clauses of this Section securing Debt of the Borrower and its Subsidiaries in an aggregate principal or face amount not at any time exceeding 5% of Consolidated Total Capital of the BorrowerCollateral Documents.

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 Closing Date securing Debt outstanding on the date of this Agreement in an aggregate principal or face amount not exceeding $150,000,00075,000,000; (b) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such Subsidiary; (c) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event; (dc) any Lien on any asset securing obligations Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring ownership acquiring, constructing, or use of improving such asset or a related asset, provided that such Lien attaches to such asset concurrently with or within 90 180 days after such acquisitionthe acquisition or completion of construction or improvement thereof; (e) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (fd) any Lien existing on any asset prior to the acquisition thereof by merger or otherwise 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 Section, provided that such Debt is not increased (except by the amount of any costs associated with such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (f) Liens to secure a Debt owing to the Borrower or a Subsidiary Guarantor; (g) Liens created under the Collateral Documents; provided that the aggregate principal amount of Senior Notes secured thereunder at any time outstanding (exclusive of Senior Notes excluded in the determination of Senior Secured Debt) shall not exceed $3,500,000,000 plus the principal amount of any Senior Notes issued to pay premiums or transaction costs incurred in connection with the refinancing of Senior Notes; (h) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations and (ii) do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $25,000,000Ordinary Course Liens; (i) Liens on cash and cash equivalents securing Derivatives Obligations[Reserved]; (j) Liens not otherwise permitted by this Section securing Debt in an aggregate principal amount at no time exceeding (x) $75,000,000 less (y) the ordinary course aggregate outstanding principal amount of business for Debt of Subsidiaries permitted solely by clause 5.10(g) at such time and less (z) the purpose aggregate outstanding principal amount of securing or collateralizing energy purchases or sales as may be required from time to time Debt of Persons other than Subsidiaries permitted solely by an independent system operator or similar system-governing body in any jurisdictionclause 5.20(c); and (k) Liens not otherwise permitted by the foregoing clauses of this Section on TDI Assets (i) securing Debt of the Borrower and its Subsidiaries in an aggregate principal or face amount not at any time exceeding 5% $100,000,000 that is incurred or assumed for the purpose of Consolidated Total Capital improving the Rhodia TDI Plant, or (ii) arising pursuant to a sublicense of the TDI License by the Borrower (or a Subsidiary that is party to the TDI License) to the Borrower Joint Venture (or special purpose Subsidiary of Rhodia or the Borrower.) that owns the Rhodia TDI Plant; and

Negative Pledge. Neither the Borrower Company nor any Subsidiary of the Borrower will create, assume or suffer to exist any Lien on any asset (including, without limitation, the capital stock of any of its Subsidiaries) 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, provided that such Liens and the principal amounts secured thereby on the date of this Agreement in an aggregate principal or face amount not exceeding $150,000,000are listed on Exhibit O hereto; (b) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such Subsidiary; (c) any Lien existing on any asset of any Person corporation at the time such Person corporation becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company or a Subsidiary and not created in contemplation of such event; (d) any Lien existing on any asset prior to the acquisition thereof by the Company or a Subsidiary and not created in contemplation of such acquisition; (e) any Lien on any asset securing obligations Debt 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 12 months after such acquisition; (e) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such eventacquisition thereof; (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 and is not secured by any additional assets; (g) any Lien created for the direct or indirect benefit of the purchasers or lenders in connection with any Permitted Asset Securitization; (h) Liens arising by operation of law in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations and Obligations, (ii) do not secure any single obligation (or class series of related obligations having a common cause) in an amount exceeding $25,000,00050,000,000 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; (j) , provided that the aggregate amount of cash and cash equivalents subject to such Liens in the ordinary course of business for the purpose of securing or collateralizing energy purchases or sales as may be required from at no time to time by an independent system operator or similar system-governing body in any jurisdictionexceed $25,000,000; and (kj) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt of the Borrower and its Subsidiaries in an aggregate principal or face amount not at any time exceeding 5% outstanding not to exceed $15,000,000. Nothing in clause (h) or (j) of Consolidated Total Capital of this Section shall permit any Lien securing any obligation arising under the BorrowerOther Existing Debt Documents. Whenever this Section permits a Lien to exist on any asset owned or leased by the Company or any Subsidiary, it shall be construed to permit the same Lien to exist with respect to any improvements to such asset.

Negative Pledge. Neither The Company will not and will ensure that no Subsidiary will create or have outstanding any security on or over any Principal Property in respect of any Indebtedness and the Borrower nor Company will not create or have outstanding any security on or over the capital stock of any of its Subsidiaries that own a Principal Property and will ensure that no Subsidiary will create or have outstanding any security on or over the capital stock of the Borrower will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, exceptof its respective Subsidiaries that own a Principal Property except in either case for: (a) Liens existing on any security for the date purchase price or cost of this Agreement securing Debt outstanding on construction of real property acquired by the date Company or any of this Agreement in an aggregate principal its Subsidiaries (or face amount not exceeding $150,000,000additions, substantial repairs, alterations or substantial improvements thereto) or equipment, provided that such Indebtedness and such security are incurred within 18 months of the acquisition or completion of construction (or alteration or repair) and full operation; (b) Liens securing any security existing on property or on capital stock, as the obligations case may be, at the time of acquisition of such property or capital stock, as the case maybe, by the Company or a Subsidiary or on the property or capital stock, as the case may be, of a Subsidiary under Non-Recourse Debt on corporation at the assets time of the acquisition of such Subsidiarycorporation by the Company or a Subsidiary (including acquisitions through merger or consolidation); (c) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary and not security created in contemplation favor of such eventthe Company or a Subsidiary; (d) any Lien on any asset securing obligations incurred or assumed for security created by operation of law in favor of government agencies of the purpose United States of financing all America or any part of the cost of acquiring ownership or use of such asset or a related asset, provided that such Lien attaches to such asset concurrently with or within 90 days after such acquisitionState thereof; (e) any Lien on any asset security created in connection with the borrowing of any Person existing funds if within 120 days such funds are used to repay Indebtedness in at least the time such Person is merged same principal amount as secured by other security of Principal Property or consolidated with or into the Borrower or capital stock of a Subsidiary and not created in contemplation that owns a Principal Property, as the case may be, with an independent appraised fair market value at least equal to the appraised fair market value of such event;the Principal Property or capital stock of a Subsidiary that owns a Principal Property, as the case may be, secured by the new security; and (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 replacement of any Debt secured by any Lien permitted by any of security referred to in the foregoing clauses of this Section, (a) through (e) provided that such Debt the amount thereby secured is not increased increased; unless any Loans made and/or to be made to and is not all other sums payable by the Company under this Agreement shall be secured by any additional assets; (h) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations equally and (ii) do not secure any single obligation ratably with (or class of obligations having a common causeprior to) in an amount exceeding $25,000,000; (i) Liens on cash such Indebtedness so long as such Indebtedness shall be so secured. Notwithstanding the foregoing, the Company and cash equivalents any one or more Subsidiaries may, without securing Derivatives Obligations; (j) Liens in the ordinary course of business for the purpose of securing or collateralizing energy purchases or sales as may Loans made and/or to be required from time made to time by an independent system operator or similar system-governing body in any jurisdiction; and (k) Liens not otherwise permitted and all other sums payable by the Company under this Agreement, create, issue or assume Indebtedness which would otherwise be subject to the foregoing clauses of this Section securing Debt of the Borrower and its Subsidiaries restrictions in an aggregate principal amount which, together with all other such Indebtedness of the Company and its Subsidiaries (not including (i) Indebtedness permitted to be secured pursuant to the foregoing clauses (a) through (f) and the aggregate Attributable Debt or face amount (ii) Indebtedness incurred by one or more Subsidiaries of the Company and thereafter assumed by Life Point and/or Triad (and/or their respective Subsidiaries) in connection with the tax-free spin-off distributions of the common stock of Life Point and Triad to the shareholders of the Company), including Indebtedness in respect of Sale-and-Lease-back Transactions (other than those permitted by subsection 5.13(b)), does not at any time exceeding 5exceed 10% of Consolidated Total Capital Net Tangible Assets of the BorrowerCompany and its Subsidiaries (calculated after giving pro forma effect thereto as if the tax-free spin-off distributions of the common stock of LifePoint and Triad to the shareholders of the Company occurred on the first day of the testing period thereof).`".

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, including without limitation Liens on cash and cash equivalents securing Derivatives Obligations, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal or face amount not exceeding $150,000,0001.00; (b) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such Subsidiary; (c) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event; (dc) any Lien on any asset securing obligations Debt 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 assetin an aggregate principal amount at any time outstanding not to exceed $1,000,000, provided that such Lien attaches to such asset concurrently with or within 90 days after such acquisitionthe acquisition thereof; (ed) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (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) Liens securing the ▇▇▇▇▇▇▇ Debt; (g) Liens in favor of the Collateral Agent under the Collateral Agency and Intercreditor Agreement and any of the Collateral Documents; (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 and is not secured by any additional assets; (h) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations and (ii) do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $25,000,000; (i) Liens on cash for taxes, fees, assessments and cash equivalents securing Derivatives Obligationsother governmental charges to the extent that payment of the same may be postponed or is not required in accordance with the provisions of Section 5.02; (j) Liens Landlords' and lessors' liens in respect of rent not in default or liens in respect of pledges or deposits under ▇▇▇▇▇▇▇'▇ compensation, unemployment insurance, social security laws or similar legislation, including liens securing up to $500,000 in respect of Unfunded Liabilities not to exceed $1,000,000 in the aggregate (but not any other liens arising under ERISA) or in connection with appeal and similar bonds incidental to litigation; mechanics', laborer's and materialmen's and similar liens, if the obligations secured by such liens are not then delinquent; liens securing the performance of bids or tenders; and statutory liens incidental to the ordinary course conduct of the business of the Borrower and its Subsidiaries and which do not in the aggregate materially detract from the value of the property of the Borrower or any of its Subsidiaries, or materially impair the use thereof in the operation of their business; (k) judgment liens which shall not have been in existence for a period longer than 30 days after the purpose creation thereof or, if a stay or execution shall have been obtained, for a period longer than 30 days after the expiration of securing or collateralizing energy purchases or sales as may be required from time to time by an independent system operator or similar system-governing body in any jurisdictionsuch stay; (l) rights of lessors under capital leases; and (km) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt of the Borrower and its Subsidiaries in an aggregate principal or face amount not at any time exceeding 5% of Consolidated Total Capital of the Borrowerdate not to exceed $50,000,000.

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 Closing Date securing (i) Debt in connection with the Existing Capital Leases and (ii) other Debt outstanding on the date of this Agreement Closing Date in an aggregate principal or face amount not exceeding [$150,000,00010,000,000]; (b) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such Subsidiary; (c) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event; (dc) any Lien on any asset securing obligations Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring ownership or use of such asset or a related asset, provided that such Lien attaches to such asset concurrently with or within 90 days after such acquisitionthe acquisition thereof; (ed) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (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 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 Obligations, (ii) do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $25,000,00010,000,000 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; (j) , provided that the aggregate amount of cash and cash equivalents subject to such Liens in the ordinary course of business for the purpose of securing or collateralizing energy purchases or sales as may be required from at no time to time by an independent system operator or similar system-governing body in any jurisdictionexceed $10,000,000; and 49 55 (ki) 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 exceeding, on the date of incurrence of any time exceeding 5portion of such Debt, an aggregate of 10% of Consolidated Total Capital of the BorrowerTangible Net Worth at such date.

Negative Pledge. Neither the Borrower Borrowers nor any Consolidated Subsidiary of the Borrower will create, assume or suffer to exist any Lien securing Debt on any asset now owned or hereafter acquired by itany of them, except: (a) Liens existing on the date of this Agreement securing (it being understood that each such Lien which secures Debt outstanding on the date of this Agreement in an aggregate principal or face amount not exceeding $150,000,000of more than U.S.$1,000,000 is disclosed in the financial information referred to in Section 11.4); (b) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such Subsidiary; (c) any Lien existing on any asset of any Person corporation at the time such Person corporation becomes a Consolidated Subsidiary and not created in contemplation of such event; (dc) any Lien on any asset securing obligations Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring ownership or use of such asset or a related asset, provided that such Lien attaches to such asset concurrently with or within 90 days after such acquisitionthe acquisition thereof; (ed) any Lien on any asset of any Person corporation existing at the time such Person corporation is merged into or consolidated with or into the a 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 a 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 that such Debt is not increased and is not secured by any additional assets; (hg) Liens any Lien arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the ordinary course of its business which (i) do not secure Debt execution or Derivatives Obligations other enforcement thereof is effectively stayed and (ii) do not secure any single obligation (or class of obligations having a common cause) the claims secured thereby are being contested in an amount exceeding $25,000,000good faith by appropriate proceedings; (ih) Liens any Lien on cash and cash equivalents securing Derivatives Obligations; (j) Liens in the ordinary course trade receivables arising out of business for the purpose a Sale of securing or collateralizing energy purchases or sales as may be required from time to time by an independent system operator or similar system-governing body in any jurisdictionReceivables; and (ki) 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 exceeding 512.5% of Consolidated Total Capital of the BorrowerShareholders' Equity.

Negative Pledge. Neither the Borrower nor any Consolidated Subsidiary of the Borrower will create, assume or suffer to exist any Lien on any asset now owned or hereafter thereafter acquired by it, except: (a) Liens existing on the Mortgaged Property; (b) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal or face amount not exceeding $150,000,000; (b) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such Subsidiary50,000,000; (c) any Lien existing on any asset of any Person corporation at the time such Person corporation becomes a Consolidated Subsidiary and not created in contemplation of such event; (d) any Lien on any asset securing obligations Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring ownership or use of such asset or a related asset, provided that such Lien attaches to such asset concurrently with or within 90 days after such acquisitionthe acquisition thereof; (e) any Lien on any asset of any Person corporation existing at the time such Person corporation is merged or consolidated with or into the Borrower or a Consolidated Subsidiary and not created in contemplation of such event; (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Consolidated Subsidiary and not created in contemplation of such acquisition; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assets; (h) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations and Obligations, (ii) do not secure any single obligation (secure, in the case of judgments or class of orders, obligations having a common cause) in an aggregate amount exceeding $25,000,00050,000,000 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 $50,000,000 and provided further that the sum of (x) such aggregate amount and (y) the aggregate amount of Debt secured as permitted by clause (k) below does not at any date exceed 20% of Consolidated Tangible Net Worth; (j) Liens in on Margin Stock, if and to the ordinary course extent that the value of business for such Margin Stock exceeds 25% of the purpose total assets of securing or collateralizing energy purchases or sales as may be required from time the Borrower and its Consolidated Subsidiaries subject to time by an independent system operator or similar system-governing body in any jurisdictionthis Section; and (k) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt Debt, provided that the sum of (x) the Borrower and its Subsidiaries in an aggregate principal or face amount of such Debt and (y) the aggregate amount of cash and cash equivalents referred to in clause (i) above does not at any time exceeding 5date exceed 20% of Consolidated Total Capital of the BorrowerTangible Net Worth.

Negative Pledge. Neither the Borrower nor any Subsidiary of the The Borrower will not, and will not permit any Consolidated Subsidiary 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 an aggregate principal or face amount not exceeding $150,000,00020,000,000; (b) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such Subsidiary; (c) any Lien existing on any asset the assets of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such eventConsolidated Subsidiary; (dc) any Lien on any asset securing obligations Debt incurred or assumed for the purpose of financing all or any part of the purchase price or cost of acquiring ownership or use construction of such asset or a related asset, provided PROVIDED that such Lien attaches to such asset concurrently with or within 90 270 days after such acquisitionthe acquisition or completion of construction and commencement of full operations thereof; (ed) any Lien on any asset of any Person existing at the time such 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 and is not secured by any additional assets; (h) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations and (ii) do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $25,000,000; (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 $20,000,000; and (j) Liens in the ordinary course of business for the purpose of securing or collateralizing energy purchases or sales as may be required from time to time by an independent system operator or similar system-governing body in any jurisdiction; and (kh) 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 exceeding 510% of Consolidated Total Capital of the BorrowerNet Worth.

Negative Pledge. Neither the Parent nor each Borrower shall, nor shall each Borrower permit any Subsidiary of the Borrower will its Subsidiaries to, create, incur, assume or suffer permit to exist any Lien on any asset now owned its or hereafter acquired by ittheir assets, except: (a) Liens imposed by law for Taxes, assessments or governmental charges which are not delinquent for a period of more than 60 days or are being contested in compliance with Clause 25.4. (b) Permitted Vessel Security and any other Lien in favour of the Security Agent hereunder. (c) Any Lien existing on the date of this Agreement securing Debt outstanding hereof and described in the Disclosure Schedule provided that such Lien shall secure only those obligations which it secures on the date of this Agreement in hereof and extensions, renewals, refinancings and replacements thereof that do not increase the outstanding principal amount thereof (other than by an aggregate principal or face amount not exceeding $150,000,000;in excess of accrued interest thereon and fees and expenses, including premium and defeasance costs, associated therewith). (bd) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such Subsidiary; (c) any Any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event; (d) any Lien on any asset securing obligations incurred property or assumed for the purpose of financing all or any part of the cost of acquiring ownership or use of such asset or a related asset, provided that such Lien attaches to such asset concurrently with or within 90 days after such acquisition; (e) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (f) any Lien existing on any asset prior to the acquisition thereof by the Parent, each Borrower or any Subsidiary thereof or existing on any property or asset of any Person that becomes a Subsidiary and after the date hereof prior to the time such Person becomes a Subsidiary; provided that (A) such Lien is not created in contemplation of or in connection with such acquisition;acquisition or such Person becoming a Subsidiary, as the case may be, and (B) 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 and extensions, renewals, refinancings and replacements thereof that do not increase the outstanding principal amount thereof (other than by an amount not in excess of accrued interest and fees and expenses, including premium and defeasance costs, associated therewith). (e) Liens on fixed or capital assets acquired, constructed or improved by the Parent, each Borrower or any Subsidiary (including any such assets made the subject of a Capitalised Lease Obligation); provided that (i) such Liens if created by each Borrower secure Indebtedness permitted by Clause 25.15(e), (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Financial Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such Liens shall not apply to any other property or assets of each Borrower or any Subsidiary (other than insurance thereon and other proceeds of such capital assets). (f) Liens on property of any Foreign Subsidiary securing Indebtedness of such Foreign Subsidiary (or guarantees of such Indebtedness). (g) Liens in favour of each Borrower or any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assets;Subsidiary. (h) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Parent, each Borrower or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent, each Borrower or any Subsidiaries, (iii) relating to purchase orders and other agreements entered into with customers of the Parent, each Borrower or any Subsidiary in the ordinary course of business or (iv) arising under or pursuant to banking relationships. (i) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights. (j) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods, in each case entered into in the ordinary course of business. (k) Liens securing Refinancing Indebtedness; provided that such Liens do not extend to any property or assets other than the property or assets that secure the Indebtedness being refinanced and proceeds thereof. (l) Liens securing Indebtedness in an aggregate principal amount of up to 600 million Norwegian Kroner in respect of a revolving credit facility provided to GulfMark Rederi AS. (m) Liens (i) attaching to advances to a seller of any property to be acquired, (ii) consisting of an agreement to dispose of property and (iii) on ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits in connection with mergers or consolidations permitted under Clause 25.6, Permitted Acquisitions under Clause 25.8 and Joint Ventures permitted under Clause 25.9. (n) Liens on insurance policies and the proceeds thereof granted in the ordinary course to secure the financing of insurance premiums with respect thereto. (o) Any sale or assignment of accounts receivable permitted hereby. (p) Licenses, sublicenses, leases or subleases granted to third Persons in the ordinary course of business of the Parent, each Borrower or any of its Subsidiaries. (q) Precautionary UCC financing statements in respect of operating leases not prohibited by this Agreement. (r) Any interest or title of a licensor, lessor, sublicensor or sublessor under any license or lease permitted by this Agreement. (s) Liens arising under Environmental Laws which (i) are being contested in good faith and by appropriate proceedings for which adequate reserves have been established in accordance with GAAP or (ii) arise by operation of law (and not as a result of any grant or consent by the Parent, each Borrower or any Subsidiary) to secure performance by the Parent, each Borrower or its Subsidiaries of remediation activity, so long as the Parent, each Borrower and its Subsidiaries are in compliance with all requirements applicable to such remediation activity; (t) In the case of Equity Interests issued by a joint venture or a wholly-owned Subsidiary, any call or similar right in the nature of a right of first offer or a first refusal right of a third party that is also an investor in such joint venture or Subsidiary and, in the case of Equity Interests issued by a joint venture or Subsidiary, any call or similar right on any nominee, trust or directors’ qualifying shares or similar arrangements designed to satisfy requirements of applicable local laws. (u) Cash collateral provided on customary terms securing reimbursement obligations in respect of letters of credit described in Clause 25.15(h). (i) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations, (ii) Liens incurred in the ordinary course of business securing insurance premiums or reimbursement obligations under insurance policies and (iii) Liens securing obligations in respect of letters of credit or bank guarantees that have been posted by the Parent, each Borrower or any of its Subsidiaries to support the payment of the items set forth in clauses (i) and (ii) of this clause (v); (i) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business and (ii) Liens securing obligations in respect of letters of credit or bank guarantees that have been posted by the Parent, each Borrower or any of its Subsidiaries to support the payment of items set forth in clause (i) of this clause (w); (x) judgment liens in respect of judgments or attachments that do not constitute an Event of Default under Clause 26; (y) easements, zoning restrictions, rights-of-way, restrictive covenants, irregularities in title and similar encumbrances on real property imposed by law or arising in the ordinary course of its business which (i) that are not substantial in amount and do not secure Debt materially detract from the value of the affected property or Derivatives Obligations and (ii) do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $25,000,000; (i) Liens on cash and cash equivalents securing Derivatives Obligations; (j) Liens in interfere with the ordinary course conduct of business for of the purpose of securing Parent, each Borrower or collateralizing energy purchases or sales as may be required from time to time by an independent system operator or similar system-governing body in any jurisdictionSubsidiary; and (kz) Liens not otherwise permitted by the foregoing clauses this Clause 25.12 securing obligations and Indebtedness in an aggregate amount not in excess of this Section securing Debt of the $2,000,000 at any time outstanding with respect to each Borrower and its Subsidiaries in an aggregate principal Subsidiaries, and (ii) $10,000,000 with respect to the Parent and its Subsidiaries. Provided that notwithstanding the foregoing, (i) no Lien or face amount not at any time exceeding 5% of Consolidated Total Capital of other security over the BorrowerCollateral Vessels shall be created or allowed to subsist other than Permitted Vessel Security; (ii) no consensual Liens shall be created or permitted to exist on Equity Interests that constitute Transaction Security other than pursuant to clause (a) or (b) above.

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 an aggregate principal or face amount not exceeding $150,000,00013,700,000, and Liens on Plot 44, Bayan Lepas Industrial Park IV, Penang, Malaysia, s▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ at any time exceeding $18,000,000; (b) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such Subsidiary; (c) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event; (dc) any Lien on any asset securing obligations Debt 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, including, without limitation, Liens securing obligations under capital leases, provided that such Lien attaches to such asset concurrently with or within 90 days after such acquisitionthe acquisition thereof; (ed) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (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 and is not secured by any additional assets; (hg) Liens arising in the ordinary course of its business which (i) which do not secure Debt or Derivatives Obligations and Obligations, (ii) which do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $25,000,00010,000,000 and (iii) as to which no financing statement or other document similar in effect is on file in any recording office; (ih) Liens on cash and cash equivalents securing Derivatives Obligations; (j) Liens in created by the ordinary course of business for the purpose of securing or collateralizing energy purchases or sales as may be required from time to time by an independent system operator or similar system-governing body in any jurisdictionCollateral Documents; and (ki) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt of the Borrower and its Subsidiaries in an aggregate principal or face amount not at any time exceeding 5% $15,000,000. Notwithstanding the foregoing, the Borrower will not create, assume or suffer to exist any Lien on any inventories now owned or hereafter acquired by the Borrower (other than Liens described in clause (g) above, so long as such Liens have not given rise to an Event of Consolidated Total Capital of the BorrowerDefault) or any Collateral (other than Liens described in clause (h) above).

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 an aggregate principal or face amount not exceeding $150,000,000; (b) Liens securing the obligations of a Subsidiary under Non-Recourse recourse Debt on the assets of such Subsidiary; (c) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event; (d) any Lien on any asset securing obligations incurred or assumed for the purpose of financing all or any part of the cost of acquiring ownership or use of such asset or a related asset, provided that such Lien attaches to such asset concurrently with or within 90 days after such acquisition; (e) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary and 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 and is not secured by any additional assets; (h) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations and (ii) do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $25,000,000; (i) Liens on cash and cash equivalents securing Derivatives Obligations; (j) Liens in the ordinary course of business for the purpose of securing or collateralizing energy purchases or sales as may be required from time to time by an independent system operator or similar system-governing body in any jurisdiction; and (k) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt of the Borrower and its Subsidiaries in an aggregate #95372686v23 principal or face amount not at any time exceeding 5% of Consolidated Total Capital of the Borrower.

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) any Liens existing deemed to exist on the date of this Agreement securing Debt outstanding on under the date of this Agreement in an aggregate principal or face amount not exceeding $150,000,000Purchase Agreement; (b) Liens on cash and cash equivalents securing the obligations of a Subsidiary under Non-Recourse Debt on Substitute Note, as contemplated by the assets of such Subsidiary;Reimbursement Agreement; 37 (c) any Lien existing Liens on any asset assets of any Person existing at the time such Person becomes a Subsidiary and not created in contemplation of such event; (d) any Lien on any asset securing obligations incurred or assumed for the purpose of financing all or any part of the cost of acquiring ownership or use of such asset or a related asset, provided that such Lien attaches to such asset concurrently with or within 90 days after such acquisition; (e) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary and 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 and is not secured by any additional assets; (h) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations and Obligations, (ii) do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $25,000,000150,000,000 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; (ie) Liens on cash and cash equivalents securing Derivatives Obligations, provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $75,000,000; (jf) statutory or common law Liens of or upon deposits of cash in the ordinary course favor of business for the purpose of securing banks or collateralizing energy purchases or sales as may be required from time to time by an independent system operator or similar system-governing body in any jurisdictionother depository institutions; and (kg) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt of the Borrower and its Subsidiaries in an aggregate principal or face amount not at any time exceeding 5date not to exceed 10% of Consolidated Total Capital Net Worth of the Borrower.

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 as required by this Agreement and except:: 42 Clorox Credit Agreement (2025) (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate a principal or face amount not exceeding $150,000,0001,000,000 individually and not exceeding $10,000,000 in the aggregate; (b) Liens securing the obligations of a Subsidiary under Non-Recourse Debt any Lien existing on the assets date of such Subsidiarythis Agreement, listed on Schedule 5.06 and securing Debt outstanding on the date of this Agreement in a principal amount of at least $1,000,000 individually; (c) any Lien existing on any asset of any Person corporation at the time such Person corporation becomes a Subsidiary and not created in contemplation of such event; (d) any Lien on any asset securing obligations Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring ownership or use of such asset or a related asset, provided that such Lien attaches to such asset concurrently with or within 90 days after such acquisitionthe acquisition thereof; (e) any Lien on any asset of any Person corporation existing at the time such Person 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 and Obligations, (ii) do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $25,000,000200,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) Liens on cash and cash equivalents securing Derivatives Obligations; provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $125,000,000; (j) Liens 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 course conduct of the business for of the purpose Borrower or any Subsidiary; (k) any interest or title of securing a lessor or collateralizing energy purchases or sales as may be required from time to time by an independent system operator sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar system-governing body law or right reserved to or vested in any jurisdictiongovernmental office or agency to control or regulate the use of any real property; and (km) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt of the Borrower and its Subsidiaries in an aggregate principal or face amount not at any time exceeding 5% of Consolidated Total Capital of the Borrower.outstanding not to exceed $250,000,000. 43 Clorox Credit Agreement (2025)

Negative Pledge. Neither the Borrower nor any Consolidated Subsidiary of the Borrower will create, assume or suffer to exist any Lien on any asset now owned or hereafter thereafter acquired by it, except: (a) Liens existing on the Mortgaged Property; (b) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal or face amount not exceeding $150,000,000; (b) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such Subsidiary50,000,000; (c) any Lien existing on any asset of any Person corporation at the time such Person corporation becomes a Consolidated Subsidiary and not created in contemplation of such event; (d) any Lien on any asset securing obligations Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring ownership or use of such asset or a related asset, provided that such Lien attaches to such asset concurrently with or within 90 days after such acquisitionthe acquisition thereof; (e) any Lien on any asset of any Person corporation existing at the time such Person corporation is merged or consolidated with or into the Borrower or a Consolidated Subsidiary and not created in contemplation of such event; (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Consolidated Subsidiary and not created in contemplation of such acquisition; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assets; (h) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations and Obligations, (ii) do not secure any single obligation (secure, in the case of judgments or class of orders, obligations having a common cause) in an aggregate amount exceeding $25,000,00050,000,000 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 $50,000,000 and provided further that the sum of (jx) Liens in such aggregate amount and (y) the ordinary course aggregate amount of business for the purpose of securing or collateralizing energy purchases or sales Debt secured as may be required from time to time permitted by an independent system operator or similar system-governing body in any jurisdiction; and clause (k) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt of the Borrower and its Subsidiaries in an aggregate principal or face amount below does not at any time exceeding 5date exceed 20% of Consolidated Total Capital of the Borrower.Tangible Net Worth;

Negative Pledge. Neither the Borrower Corporation nor any successor corporation will, or will permit any Subsidiary (as hereinafter defined) to, create, assume, incur or guarantee any indebtedness for borrowed money secured by a pledge, lien or other encumbrance (except for Permitted Liens, as hereinafter defined) on the Voting Securities (as hereinafter defined) of [TO COME] or any Subsidiary succeeding to any substantial part of the Borrower will createbusiness now conducted by any of such corporations (collectively, assume the "Principal Subsidiaries") or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (aii) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal or face amount not exceeding $150,000,000; (b) Liens securing the obligations Voting Securities of a Subsidiary under Non-Recourse Debt on that owns, directly or indirectly, Voting Securities of any of the assets of such Subsidiary; Principal Subsidiaries (cother than directors' qualifying shares) unless the Corporation shall cause the Units and the Securities constituting the Units to be secured equally and ratably with (or, at the Corporation's option, prior to) any Lien existing on indebtedness secured thereby. "Subsidiary" means any asset corporation, partnership or other entity of any Person which at the time of determination the Corporation owns or controls directly or indirectly more than 50% of the shares of voting stock or equivalent interest. "Permitted Liens" means liens for taxes or assessments or governmental charges or levies not then due and delinquent or the validity of which is being contested in good faith or which are less than $1,000,000 in amount, liens created by or resulting from any litigation or legal proceeding which is currently being contested in good faith by appropriate proceedings or which involves claims of less than $1,000,000, deposits to secure (or in lieu of) surety, stay, appeal or customs bonds and such Person becomes other liens as the Board of Directors of the Corporation determines do not materially detract from or interfere with the present value or control of the Voting Securities subject thereto or affected thereby. "Voting Securities" means stock of any class or classes having general voting power under ordinary circumstances to elect a majority of the board of directors, managers or trustees of the Subsidiary and not created in contemplation of such event; (d) any Lien on any asset securing obligations incurred or assumed question, provided that, for the purpose purposes hereof, stock which carries only the right to vote conditionally on the happening of financing all an event shall not be considered voting stock whether or any part of the cost of acquiring ownership or use of not such asset or a related asset, provided that such Lien attaches to such asset concurrently with or within 90 days after such acquisition; (e) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary and 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 and is not secured by any additional assets; (h) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations and (ii) do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $25,000,000; (i) Liens on cash and cash equivalents securing Derivatives Obligations; (j) Liens in the ordinary course of business for the purpose of securing or collateralizing energy purchases or sales as may be required from time to time by an independent system operator or similar system-governing body in any jurisdiction; and (k) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt of the Borrower and its Subsidiaries in an aggregate principal or face amount not at any time exceeding 5% of Consolidated Total Capital of the Borrowerevent shall have happened.

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 an aggregate principal or face amount not exceeding $150,000,000; (b) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such Subsidiary; (c) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event; (db) any Lien on any asset securing obligations Debt 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, including, without limitation, Liens securing obligations under capital leases, provided that such Lien attaches to such asset concurrently with or within 90 days after such acquisitionthe acquisition thereof; (ec) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (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 Section, provided that such Debt is not increased and is not secured by any additional assets; (hf) Liens arising in the ordinary course of its business which (i) which do not secure Debt or Derivatives Obligations and Obligations, (ii) which do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $25,000,00010,000,000 and (iii) as to which no financing statement or other document similar in effect is on file in any recording office; (ig) Liens on cash and cash equivalents securing Derivatives Obligationsintellectual property of the Borrower in favor of the holders of the Subordinated Notes; provided that such Liens are junior to the Liens created by the Collateral Documents; (jh) Liens in created by the ordinary course of business for the purpose of securing or collateralizing energy purchases or sales as may be required from time to time by an independent system operator or similar system-governing body in any jurisdictionCollateral Documents; and (ki) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt of the Borrower and its Subsidiaries in an aggregate principal or face amount not at any time exceeding 5% $15,000,000. Notwithstanding the foregoing, neither the Borrower nor any of Consolidated Total Capital its Subsidiaries (other than Foreign Subsidiaries (as defined in the Pledge Agreement) not incorporated under the laws of, or having a principal place of the Borrowerbusiness in, Canada) will create, assume or suffer to exist any Lien on any Inventory (other than Liens described in clause (f) or (h) above) or Receivables (other than Liens described in clause (h) above).

Negative Pledge. Neither the Borrower Flowers nor any Restricted 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 January 30, 1998, securing Debt Indebtedness outstanding on the such date of this Agreement in an aggregate principal or face amount not exceeding $150,000,00024,000,000; (b) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such Subsidiary; (c) any Lien existing on any specific fixed asset of any Person corporation at the time such Person corporation becomes a Restricted Subsidiary and not created in contemplation of such event; (dc) any Lien on any specific fixed asset (real or personal) securing obligations Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring ownership or use of constructing such asset or a related asset, provided that such Lien attaches to such asset concurrently with or within 90 days 18 months after such acquisitionthe acquisition or completion of construction thereof; (ed) any Lien on any specific fixed asset of any Person corporation existing at the time such Person corporation is merged or consolidated with or into the Borrower Flowers or a Restricted Subsidiary and not created in contemplation of such event; (fe) any Lien existing on any specific fixed asset prior to the acquisition thereof by the Borrower Flowers or a Restricted Subsidiary and not created in contemplation of such acquisition; (f) Liens on assets of a Restricted Subsidiary securing Indebtedness owing by any Restricted Subsidiary to Flowers or by any Restricted Subsidiary to another Restricted 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 paragraphs of this Section, provided that (i) such Debt is not increased 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 incidental to the conduct of its business or the ownership of its assets which (i) do not secure Indebtedness and (ii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) Liens imposed by any governmental authority for taxes, assessments or charges not yet delinquent or which are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of Flowers or any of its Subsidiaries, as the case may be, in accordance with GAAP; (j) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of its business (whether or not statutory) which (i) do are not secure Debt overdue for a period of more than 30 days or Derivatives Obligations which are being contested in good faith and (ii) do not secure any single obligation (by appropriate proceedings, for which a reserve or class of obligations having a common cause) in an amount exceeding $25,000,000; (i) Liens on cash and cash equivalents securing Derivatives Obligations; (j) Liens in the ordinary course of business for the purpose of securing or collateralizing energy purchases or sales other appropriate provisions, if any, as may shall be required from time to time by an independent system operator or similar system-governing body in any jurisdiction; andGAAP shall have been made; (k) Liens, pledges or deposits to secure non-delinquent obligations under worker's compensation, unemployment insurance and other social security legislation and Liens not otherwise permitted arising from the pledge by the foregoing clauses Flowers or any of this Section securing Debt of the Borrower and its Subsidiaries of industrial revenue bonds or other instruments to secure reimbursement obligations under letters of credit issued to support the payment of such bonds or instruments; (1) Liens on capital stock of or other ownership interests in an aggregate principal or face amount any Person not at any time exceeding 5% a Restricted Subsidiary of Consolidated Total Capital Flowers securing Indebtedness of the Borrower.such Person;

Negative Pledge. Neither the Borrower nor any Subsidiary of the The Borrower will not, and will not permit any Consolidated Subsidiary to, create, assume or suffer to exist any Lien securing 44 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 an aggregate principal or face amount not exceeding $150,000,00020,000,000; (b) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such Subsidiary; (c) any Lien existing on any asset the assets of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such eventConsolidated Subsidiary; (dc) any Lien on any asset securing obligations Debt incurred or assumed for the purpose of financing all or any part of the purchase price or cost of acquiring ownership or use construction of such asset or a related asset, provided PROVIDED that such Lien attaches to such asset concurrently with or within 90 270 days after such acquisitionthe acquisition or completion of construction and commencement of full operations thereof; (ed) any Lien on any asset of any Person existing at the time such 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 and is not secured by any additional assets; (h) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations and (ii) do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $25,000,000; (ig) Liens on cash real property (and cash equivalents securing Derivatives Obligations; (jancillary personalty) Liens in the ordinary course of business for the purpose of securing or collateralizing energy purchases or sales as may be required from time to time by an independent system operator or similar system-governing body in any jurisdiction; and (k) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt of the Borrower and its Subsidiaries in an aggregate principal or face amount not at any time exceeding 5% outstanding not to exceed $75,000,000; and (h) Liens on cash and cash equivalents securing Derivatives Obligations, provided that the aggregate amount of Consolidated Total Capital of the Borrowercash and cash equivalents subject to such Liens may at no time exceed $20,000,000.

Negative Pledge. Neither the Borrower Company nor any Consolidated 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 Mortgaged Property to secure Debt outstanding on under the date of this Agreement in an aggregate principal or face amount not exceeding $150,000,000Mortgage; (b) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such Subsidiary; (c) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event; (d) any Lien on any asset securing obligations incurred or assumed for the purpose of financing all or any part of the cost of acquiring ownership or use of such asset or a related asset, provided that such Lien attaches to such asset concurrently with or within 90 days after such acquisition; (e) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary and 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 and is not secured by any additional assets; (h) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations and Obligations, (ii) do not secure any single obligation (secure, in the case of judgments or class of orders, obligations having a common cause) in an aggregate amount exceeding $25,000,000US$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; (ic) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Subsidiary of the Company; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Company or such Subsidiary or acquired by the Company or such Subsidiary, (d) 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 US$250,000,000 and provided further that the sum of (x) such aggregate amount and (y) the aggregate amount of Debt secured as permitted by clause (f) below does not at any date exceed US$500,000,000; (je) Liens in on cash collateral provided under the ordinary course terms of business for the purpose of securing or collateralizing energy purchases or sales as may be required from time to time by an independent system operator or similar system-governing body in any jurisdictionthis Agreement; and (kf) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt or other obligations, provided that the sum of (x) the Borrower and its Subsidiaries in an aggregate principal or face amount of such Debt and other obligations and (y) the aggregate amount of cash and cash equivalents referred to in clause (d) above does not at any time exceeding 5% of Consolidated Total Capital of the Borrowerdate exceed US$500,000,000.

Negative Pledge. Neither the Borrower nor any Consolidated Subsidiary of the Borrower will create, assume or suffer to exist any Lien securing Debt on any asset now owned or hereafter acquired by itany of them, except: (a) Liens existing on the date of this Agreement securing (it being understood that each such Lien which secures Debt outstanding on the date of this Agreement in an aggregate principal or face amount not exceeding of more than $150,000,0001,000,000 is disclosed in the financial information referred to in Section 5.4); (b) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such Subsidiary; (c) any Lien existing on any asset of any Person corporation at the time such Person corporation becomes a Consolidated Subsidiary and not created in contemplation of such event; (dc) any Lien on any asset securing obligations Debt incurred or assumed for the purpose of financing all or any part put of the cost of acquiring ownership or use of such asset or a related asset, provided that such Lien attaches to such asset concurrently with or within 90 days after such acquisitionthe acquisition thereof; (ed) any Lien on any asset of any Person corporation existing at the time such Person corporation is merged into 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; (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 and is not secured by any additional assets; (hg) Liens any Lien arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the ordinary course of its business which (i) do not secure Debt execution or Derivatives Obligations other enforcement thereof is effectively stayed and (ii) do not secure any single obligation (or class of obligations having a common cause) the claims secured thereby are being contested in an amount exceeding $25,000,000good faith by appropriate proceedings; (ih) Liens any Lien on cash and cash equivalents securing Derivatives Obligations; (j) Liens in the ordinary course trade receivables arising out of business for the purpose a Sale of securing or collateralizing energy purchases or sales as may be required from time to time by an independent system operator or similar system-governing body in any jurisdictionReceivables; and (ki) 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 exceeding 512.5% of Consolidated Total Capital of the BorrowerShareholders' Equity.

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, exceptexcept for the following: (a) Liens existing on the date of this Agreement securing Debt (other than Defeased Debt) outstanding on the date of this Agreement in an aggregate principal or face amount not exceeding $150,000,000500,000; (b) Liens securing the obligations of a Subsidiary under Non-Recourse Debt on the assets of such Subsidiary; (c) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event; (dc) any Lien on any asset securing obligations Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring ownership or use of such asset or (including without limitation pursuant to a related assetsale/leaseback transaction), provided that such Lien attaches to such asset concurrently with or within 90 - ---- days after such acquisitionthe acquisition thereof; (ed) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (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 and is not -------- ---- secured by any additional assets; (i) inchoate statutory Liens arising in the ordinary course of its business securing lis pendens, (ii) Liens securing judgments or orders for the payment of money in an amount up to $15,000,000 and (iii) Liens securing judgments or orders for the payment of money in an amount in excess of $15,000,000 but not more than $20,000,000 which are effectively stayed within 30 days of the judgment or order; (h) Liens (other than Liens described in clause (g)) arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations and Obligations, (ii) do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $25,000,0003,000,000 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; (j) Liens certificates of deposit in an aggregate amount not to exceed 1,271,967 issued by Barclays Bank PLC to PMSC Limited to support such bank's obligations to repay the ordinary course holders of business for the purpose of securing or collateralizing energy purchases or sales as may be required from time to time by an independent system operator or similar system-governing body in any jurisdictionDefeased Debt; and (kj) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt of the Borrower and its Subsidiaries in an aggregate principal or face amount not at any time exceeding date not to exceed 5% of Consolidated Total Capital of the BorrowerShareholders' Equity.

Negative Pledge. Neither the The Borrower nor will not and will ensure that no Subsidiary will create or have outstanding any Subsidiary lien or security interest on or over any Principal Property in respect of any Indebtedness and the Borrower will create, assume not create or suffer to exist have outstanding any Lien lien or security interest on or over the capital stock of any asset now owned of its Subsidiaries that own a Principal Property and will ensure that no Subsidiary will create or hereafter acquired by it, excepthave outstanding any lien or security interest on or over the capital stock of any of its respective Subsidiaries that own a Principal Property except in either case for: (a) Liens existing on any security for the date purchase price or cost of this Agreement securing Debt outstanding on construction of real property acquired by the date Borrower or any of this Agreement in an aggregate principal its Subsidiaries (or face amount not exceeding $150,000,000additions, substantial repairs, alterations or substantial improvements thereto) or equipment, provided that such Indebtedness and such security are incurred within eighteen (18) months of the acquisition or completion of construction (or alteration or repair) and full operation; (b) Liens securing any security existing on property or on capital stock, as the obligations case may be, at the time of acquisition of such property or capital stock, as the case may be, by the Borrower or a Subsidiary or on the property or capital stock, as the case may be, of a Subsidiary under Non-Recourse Debt on corporation at the assets time of the acquisition of such Subsidiarycorporation by the Borrower or a Subsidiary (including acquisitions through merger or consolidation); (c) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary and not security created in contemplation favor of such eventthe Borrower or a Subsidiary; (d) any Lien on any asset securing obligations incurred or assumed for security created by operation of law in favor of government agencies of the purpose United States of financing all America or any part of the cost of acquiring ownership or use of such asset or a related asset, provided that such Lien attaches to such asset concurrently with or within 90 days after such acquisitionState thereof; (e) any Lien on any asset security created in connection with the borrowing of any Person existing funds if within 120 days such funds are used to repay Indebtedness in at least the time such Person is merged same principal amount as secured by other security of Principal Property or consolidated with or into the Borrower or capital stock of a Subsidiary and not created in contemplation that owns a Principal Property, as the case may be, with an independent appraised fair market value at least equal to the appraised fair market value of such event;the Principal Property or capital stock of a Subsidiary that owns a Principal Property, as the case may be, secured by the new security; and (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 replacement of any Debt secured by any Lien permitted by any of security referred to in the foregoing clauses of this Section, (a) through (e) provided that such Debt the amount thereby secured is not increased increased; unless any Loans made and/or to be made to and is not all other sums payable by the Borrower under this Agreement shall be secured by any additional assets; (h) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations equally and (ii) do not secure any single obligation ratably with (or class of obligations having a common causeprior to) such Indebtedness so long as such Indebtedness shall be so secured. Notwithstanding the foregoing, the Borrower and any one or more Subsidiaries may, without securing the Loans made and/or to be made to and all other sums payable by the Borrower under this Agreement, create, issue or assume Indebtedness which would otherwise be subject to the foregoing restrictions in an aggregate principal amount exceeding $25,000,000; (i) Liens on cash and cash equivalents securing Derivatives Obligations; (j) Liens in the ordinary course of business for the purpose of securing or collateralizing energy purchases or sales as may be required from time to time by an independent system operator or similar system-governing body in any jurisdiction; and (k) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt which, together with all other such Indebtedness of the Borrower and its Subsidiaries (not including Indebtedness permitted to be secured pursuant to the foregoing clauses (a) through (f) and the aggregate Attributable Debt), including Indebtedness in an aggregate principal or face amount respect of Sale-and-Lease-back Transactions (other than those permitted by subsection 5.13(b)), does not at any time exceeding 5exceed 10% of Consolidated Total Capital Net Tangible Assets of the BorrowerBorrower and its Subsidiaries.

Negative Pledge. (a) Neither the Borrower Obligor nor any Subsidiary of the Borrower its Subsidiaries will permit, create, assume assume, incur or suffer to exist any Lien on any asset tangible or intangible now owned or hereafter acquired by it, exceptexcept as set out in paragraph (b) below. (b) Paragraph (a) above does not apply to: (ai) Liens created pursuant to the Security Documents; (ii) Liens existing on the date of this Agreement securing Debt outstanding hereof and listed on the date of this Agreement in an aggregate principal or face amount not exceeding $150,000,000Schedule 1 (Existing Encumbrances) hereto; (biii) Liens securing repurchase agreements constituting a borrowing of funds by the obligations Obligor or any of its Subsidiaries in the ordinary course of business for liquidity purposes and in no event for a Subsidiary under Non-Recourse Debt on the assets of such Subsidiaryperiod exceeding ninety (90) days in each case; (civ) any Lien existing on any asset Liens arising pursuant to purchase money mortgages, capital leases or security interests securing Indebtedness representing the purchase price (or financing of any Person at the time such Person becomes a Subsidiary and not created in contemplation purchase price within ninety (90) days after the respective purchase) of such eventassets acquired after the Closing Date; (dv) any Lien on any asset securing obligations incurred or assumed for the purpose of financing all or any part of the cost of acquiring ownership or use of such asset or a related asset, provided that such Lien attaches to such asset concurrently with or within 90 days after such acquisition; Liens (ex) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower Obligor or a Subsidiary any of its Subsidiaries and not created in contemplation of such event; event or (fy) any securing Acquired Indebtedness so long as such Lien existing on any asset existed prior to the acquisition thereof by the Borrower or a Subsidiary and contemplated acquisition, was not created in contemplation of such acquisitionacquisition and only relates to assets of the Person so acquired; (gvi) Liens securing obligations owed by the Obligor or any Lien of its Subsidiaries to the Parent or any other Subsidiary of the Parent, in each case solely to the extent that such Liens are required by an Applicable Insurance Regulatory Authority for such Person to maintain such obligations; (vii) Liens securing insurance obligations of the Obligor or any of its Subsidiaries owed to the Parent or any other Subsidiary of the Parent, in each case solely to the extent that such Liens are required or requested by ratings agencies, clients or brokers for such Person to maintain such insurance obligations; (viii) Liens on investments and cash balances of the Obligor or any of its Subsidiaries securing obligations of the Obligor or any of its Subsidiaries in respect of trust or similar arrangements formed, letters of credit issued or funds withheld balances established, in each case, in the ordinary course of business for the benefit of cedents to secure reinsurance recoverables owed to them by the Obligor or any of its Subsidiaries; (ix) inchoate Liens for taxes, assessments or governmental charges or levies not yet due or Liens for taxes, assessments or governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves have been established in accordance with GAAP; (x) Liens in respect of property or assets of the Obligor or any of its Subsidiaries imposed by law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s and mechanics’ Liens and other similar Liens arising in the ordinary course of business, and (x) which do not in the aggregate materially detract from the value of the Obligor’s or any such Subsidiary’s property or assets or materially impair the use thereof in the operation of the business of the Obligor or any Subsidiary of the Obligor or (y) which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien; (xi) licenses, sublicenses, leases, or subleases granted to other Persons not materially interfering with the conduct of the business of the Obligor or any of its Subsidiaries; (xii) easements, rights-of-way, restrictions, encroachments and other similar charges or encumbrances, and minor title deficiencies, in each case not securing Indebtedness and not materially interfering with the conduct of the business of the Obligor or any of its Subsidiaries; (xiii) Liens arising out of the existence of judgments or awards not constituting an Event of Default under Clause 6.1 (Events of Default Defined); (xiv) Liens (other than Liens imposed under ERISA) incurred in the ordinary course of business in connection with workers compensation claims, unemployment insurance and social security benefits and Liens securing the performance of bids, tenders, leases and contracts in the ordinary course of business, statutory obligations, surety bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business and consistent with past practice (exclusive of obligations in respect of the payment for borrowed money); (xv) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by the Obligor or any of its Subsidiaries, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained; (xvi) Liens arising out of the refinancing, extension, renewal or refunding of any Debt Indebtedness secured by any Lien permitted by any of the foregoing clauses sub-paragraphs of this Sectionsub-clause 5.2.1, provided that such Debt Indebtedness is not increased and is not secured by any additional assets; (hxvii) Liens arising in respect of property or assets of the Obligor or any of its Subsidiaries securing Indebtedness of the type described in sub-paragraphs (vi) or (x) of the definition of “Permitted Indebtedness” (as hereinafter set fourth); (xviii) Liens in respect of property or assets of any Subsidiary of the Obligor securing Indebtedness of the type described in paragraph (ix) of the definition of “Permitted Indebtedness”; provided that the aggregate amount of the Indebtedness secured by such Liens shall not, when added to the aggregate amount of all outstanding obligations of the Parent secured by Liens incurred pursuant to paragraph (b)(xx) of sub-clause 5.2.1 exceed at any time 10% of Net Worth of the Parent at the time of incurrence of any new Liens under this paragraph (xviii); (xix) Liens in respect of property or assets of the Obligor securing Indebtedness of the Obligor in respect of letters of credit issued to reinsurance cedents, or to lessors of real property in lieu of security deposits in connection with leases of the Obligor, in each case in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations and (ii) do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $25,000,000business; (ixx) Liens on cash and cash equivalents securing Derivatives Obligations; (j) Liens arising in connection with securities lending arrangements entered into by the Obligor or any of its Subsidiaries with financial institutions in the ordinary course of business for the purpose of securing or collateralizing energy purchases or sales so long as may be required from time any securities subject to time by an independent system operator or similar system-governing body in any jurisdictionsuch securities lending arrangements do not constitute collateral under any security document; and (kxxi) in addition to the Liens not otherwise permitted by the foregoing clauses of this Section described in sub-paragraphs (i) through (xx) above, Liens securing Debt obligations of the Borrower and Parent; provided that the aggregate amount of the obligations secured by such Liens shall not, when added to the aggregate amount of outstanding Indebtedness of the Obligor or any of its Subsidiaries in an aggregate principal or face amount not pursuant to paragraph (ix) of the definition of “Permitted Indebtedness”, exceed at any time exceeding 510% of Consolidated Total Capital Net Worth of the BorrowerParent at the time of incurrence of any new Liens under this sub-clause 5.2.1.