Common use of Negative Pledge Clause in Contracts

Negative Pledge. (a) Each Obligor shall not, and shall procure each member of the Group not to, create or permit to subsist any Security over any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so secured. (b) Paragraph (a) above does not apply to any Security listed below: (i) any Security arising or already arisen automatically by operation of law, or for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedings; (ii) any Security existing on any property or asset prior to the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not in contemplation of such acquisition; (iii) any cash management, netting or set-off arrangement or combination of accounts arising in favour of any bank or financial institution as a result of the day-to-day operation of banking arrangements; (iv) any Security arising under any retention of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof in the ordinary course of business; and (v) any easement, right-of-way, zoning and similar restriction and other similar charge or encumbrance not interfering with the ordinary course of business of an Obligor or any of its Subsidiaries.

Negative Pledge. (a) Each No Obligor shall not, (and the Company shall procure each that no member of the Bank Group not toshall), without the prior written consent of an Instructing Group, create or permit to subsist any Security Encumbrance over all or any of the Group’s its present or future revenues or assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so secured.than an Encumbrance: (b) Paragraph (a) above does not apply to any Security listed belowwhich is an Existing Encumbrance set out in: (i) any Security arising or already arisen automatically by operation Part 1A of law, or for taxes, assessments or governmental charges which Schedule 10 (Existing Encumbrances) provided that such Encumbrance is promptly discharged or disputed in good faith by appropriate proceedings;released within 10 Business Days of the Merger Closing Date; or (ii) Part 1B of Schedule 10 (Existing Encumbrances) provided that the principal amount secured thereby may not be increased unless any Security existing on any property or asset prior to the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not Encumbrance in contemplation respect of such acquisitionincreased amount would be permitted under another paragraph of this Clause 25.2; (iiib) any cash management, netting which arises by operation of Law or set-off by a contract having a similar effect or under an escrow arrangement or combination of accounts arising in favour required by a trading counterparty of any bank or financial institution as a result member of the day-to-day operation of banking arrangements; (iv) any Security Bank Group and in each case arising under any retention of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof in the ordinary course of business; and (v) any easement, right-of-way, zoning and similar restriction and other similar charge or encumbrance not interfering with entered into the ordinary course of business of an Obligor the relevant member of the Bank Group; (c) which is created pursuant to any of the Finance Documents (including, for the purposes of securing any Alternative Baseball Financing) and any Bridge Finance Documents; (d) arising from any Finance Leases, sale and leaseback arrangements or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness); (e) which arises in respect of any right of set-off, netting arrangement, title transfer or title retention arrangements which: (i) arises in the ordinary course of trading and/or by operation of Law; (ii) is entered into by any member of the Bank Group in the normal course of its banking arrangements for the purpose of netting debit and credit balances on bank accounts of members of the Bank Group operated on a net balance basis; (iii) arises in respect of netting or set off arrangements contained in any Hedging Agreement or other contract permitted under Clause 25.12 (Limitations on Hedging); (iv) is entered into by any member of the Bank Group on terms which are generally no worse than the counterparty’s standard or usual terms and entered into in the ordinary course of business of the relevant member of the Bank Group; or (v) which is a retention of title arrangement with respect to customer premises equipment in favour of a supplier (or its Affiliate); provided that the title is only retained to individual items of customer premises equipment in respect of which the purchase price has not been paid in full; (f) which arises in respect of any judgment, award or order or any tax liability for which an appeal or proceedings for review are being diligently pursued in good faith, provided that the affected member of its Subsidiaries.the Bank Group shall have or will establish such reserves as may be required under applicable generally accepted accounting principles in respect of such judgment, award, order or tax liability; (g) over or affecting any asset acquired by a member of the Bank Group after the Original Execution Date and subject to which such asset is acquired, if: (i) such Encumbrance was not created in contemplation of the acquisition of such asset by a member of the Bank Group; and (ii) the Financial Indebtedness secured thereby is Financial Indebtedness of, or is assumed by, the relevant acquiring member of the Bank Group, is Financial Indebtedness which at all times falls within paragraph (g) or (k) of Clause 25.4 (Financial Indebtedness) and the amount of Financial Indebtedness so secured is not increased at any time; (h) over or affecting any asset of any company which becomes a member of the Bank Group after the Original Execution Date, where such Encumbrance is created prior to the date on which such company becomes a member of the Bank Group, if: (i) such Encumbrance was not created in contemplation of the acquisition of such company; and

Negative Pledge. (a) Each No Obligor shall not, (and the Company shall procure each ensure that no other member of the Group not to, will) create or permit to subsist any Security over any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedits assets. (b) Paragraph No Obligor shall (and the Company shall ensure that no other member of the Group will): (i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group; (ii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iii) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. (c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms. (d) Paragraphs (a) and (b) above does do not apply to any Security listed belowto: (i) any Security arising comprising a netting or already arisen automatically set-off arrangement entered into by operation any member of law, or the Group in the ordinary course of its banking arrangements for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedingsthe purpose of netting debit and credit balances; (ii) any Security existing on over goods and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any property or asset prior to member of the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not in contemplation of such acquisitionGroup; (iii) any cash managementSecurity existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, netting as so disclosed, is not thereafter increased or set-off arrangement or combination of accounts arising in favour of any bank or financial institution as a result of the day-to-day operation of banking arrangementsits maturity extended; (iv) any Security arising under over or affecting any retention asset acquired by a member of titlethe Group after the date of this Agreement, title transferprovided that: (A) the Security was not created in contemplation of that acquisition; (B) the amount thereby secured has not been increased in contemplation of, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof in since the ordinary course of businessdate of, that acquisition; and (C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisition; (v) any easementSecurity over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, right-where the Security is created prior to the date on which that company becomes a member of the Group, provided that: (A) the Security was not created in contemplation of the acquisition of that company; (B) the amount thereby secured has not been increased in contemplation of-way, zoning or since the date of, that acquisition; and (C) unless the Security is in favour of a government or utility supplier and similar restriction was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a member of the Group; (vi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company; (vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement; (viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under paragraphs (i) to (vii) above and (B) any other similar charge Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time (or encumbrance not interfering with its equivalent in any other currency or currencies); or (ix) any Security approved by the ordinary course of business of an Obligor or any of its SubsidiariesMajority Lenders.

Negative Pledge. (a) Each No Offshore Obligor shall not, (and each Offshore Obligor shall procure each ensure that no other member of the Offshore Group not to, will) create or permit to subsist any Security over any of the Group’s its assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lenderincluding, for so long as such Financial Indebtedness will be so securedthe avoidance doubt and subject to paragraph (c) below, any Charged Property. (b) Paragraph No Offshore Obligor shall (and each Offshore Obligor shall ensure that no other member of the Offshore Group will): (i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Offshore Obligor or any other member of the Offshore Group; (ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms; (iii) enter into or permit to subsist any title retention arrangement; (iv) enter into or permit to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (v) enter into or permit to subsist any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. (c) Paragraphs (a) and (b) above does do not apply to any Security listed belowto: (i) any transaction contemplated by the Junior Investment Documents to the extent it constitutes Security arising or already arisen automatically by operation Quasi-Security (including any Junior Investment Security in accordance with the terms of law, or for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedingsthe Intercreditor Deed); (ii) any Security existing on any property or asset prior to the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition Quasi-Security created pursuant to contractual commitments entered into prior to and not in contemplation of such acquisitionany Finance Document; (iii) any cash managementthe Security or Quasi-Security created over the shares of (A) the Borrower or (A) Joyful Wellness, netting or set-off arrangement or combination of accounts arising in favour of any bank or financial institution as a result of each case, to secure the day-to-day operation of banking arrangementsFullgoal Notes; (iv) any Security arising under or Quasi-Security created with the consent of the Lender; (v) any retention of title, title transfer, hire purchase netting or conditional sale set-off arrangement or arrangements having similar effect in respect of goods supplied to any Obligor entered into by the Borrower or any Subsidiary thereof other member of the Offshore Group in the ordinary course of businessits banking arrangements for the purpose of netting debit and credit balances; andor (vvi) any easement, right-of-way, zoning lien arising by operation of law and similar restriction and other similar charge or encumbrance not interfering with in the ordinary course of business of an Obligor trading provided that the debt which is secured thereby is paid when due or any of its Subsidiariescontested in good faith by appropriate proceedings and properly provisioned.

Negative Pledge. (a) Each Obligor shall notExcept as provided below, and shall procure each no member of the Group not to, may create or permit allow to subsist exist any Security over Interest on any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedits assets. (b) Paragraph No member of the Group may: (i) sell, transfer or otherwise dispose of any of its assets on terms where it is or may be leased to or re-acquired or acquired by a member of the Group; (ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms; (iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iv) enter into any other preferential arrangement having a similar effect, in circumstances where the transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. (c) Paragraphs (a) above does and (b) do not apply to any Security listed belowto: (i) any Security arising or already arisen automatically Interest listed in Schedule 5 (Existing Security) except to the extent the principal amount secured by operation of law, or for taxes, assessments or governmental charges which is promptly discharged or disputed that Security Interest exceeds the amount stated in good faith by appropriate proceedingsthat Schedule; (ii) any Security existing on any property Interest comprising a netting or asset prior to the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments set-off arrangement entered into prior to by a member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and not in contemplation of such acquisitioncredit balances; (iii) any cash management, lien arising by operation of law (or by an agreement evidencing a lien that would otherwise arise by operation of law) and in the ordinary course of business; (iv) any payment or close out netting or set-off arrangement or combination of accounts arising in favour of pursuant to any bank or financial institution as a result of the day-to-day operation of banking arrangementshedging transaction permitted under Clause 22.7(b)(iv) (Financial Indebtedness); (ivv) any Security Interest on an asset, or an asset of any person, acquired by a member of the Group after the date of this Agreement but only for the period of 6 months from the date of acquisition and to the extent that the principal amount secured by that Security Interest has not been incurred or increased in contemplation of, or since, the acquisition and the Security Interest was not created in contemplation of the acquisition of that asset by a member of the Group; (vi) any Security Interest securing indebtedness the principal amount of which (when aggregated with the principal amount of any other indebtedness which has the benefit of a Security Interest not allowed under the preceding sub-paragraphs) does not exceed the greater of: (A) £100,000,000 or its equivalent, and (B) an amount equal to 10% of the net assets of the Company as shown in the audited consolidated financial statements of the Company most recently delivered to the Facility Agent pursuant to Subclause 20.1 (Financial statements), at any time; (vii) any pledge of goods, the related documents of title and/or other related documents arising under any retention of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof created in the ordinary course of business; andits business as security to a bank or financial institution for financial obligations directly relating to the goods or documents on or over which that pledge exists; (vviii) any easementSecurity Interest arising out of title retention provisions in a supplier’s standard conditions of supply of goods acquired by it in the ordinary course of its business; (ix) any Security Interest arising pursuant to an order of attachment, rightdistress, garnishee or injunction restraining disposal of assets or similar legal process arising in connection with court proceedings being contested by the relevant member of the Group in good faith and which in any event is discharged within 60 days; (x) any Security Interest over the shares or capital in the debtor of Non-of-way, zoning Recourse Indebtedness; (xi) any Security Interest (Replacement Security Interest) created to replace or renew or in substitution for any Security Interest otherwise permitted (Prior Security Interest) where the Replacement Security Interest is granted in respect of the same asset as the Prior Security Interest and similar restriction and other similar charge or encumbrance does not interfering with secure an amount in excess of the amount secured by the Prior Security Interest; (xii) any Security Interest over contracts entered into in the ordinary course of business for the supply of an Obligor goods and/or services and over assets employed in the performance of those contracts, to secure counter-indemnity obligations in respect of any bond, guarantee, letter of credit or other instrument having a similar effect, in each case, issued in respect of obligations under or in connection with the performance of those contracts; (xiii) any Security Interest over or any arrangement described in paragraph (b) above in respect of its SubsidiariesUnrestricted Margin Stock; or (xiv) any other Security Interest created or outstanding with the prior consent of the Majority Lenders.

Negative Pledge. (a) Each No Obligor shall not, (and the Company shall procure each that no member of the Bank Group not toshall), without the prior written consent of an Instructing Group, create or permit to subsist any Security Encumbrance over all or any of the Group’s its present or future revenues or assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so secured.than an Encumbrance: (b) Paragraph (a) above does not apply to any Security listed belowwhich is an Existing Encumbrance set out in: (i) any Security arising or already arisen automatically by operation Part 1A of law, or for taxes, assessments or governmental charges which Schedule 10 (Existing Encumbrances) provided that such Encumbrance is promptly discharged or disputed in good faith by appropriate proceedings;released within 10 Business Days of the first Utilisation Date; or (ii) Part 1B of Schedule 10 (Existing Encumbrances) provided that the principal amount secured thereby may not be increased unless any Security existing on any property or asset prior to the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not Encumbrance in contemplation respect of such acquisitionincreased amount would be permitted under another paragraph of this Clause 25.2; (iiib) any cash management, netting which arises by operation of Law or set-off by a contract having a similar effect or under an escrow arrangement or combination of accounts arising in favour required by a trading counterparty of any bank or financial institution as a result member of the day-to-day operation of banking arrangements; (iv) any Security Bank Group and in each case arising under any retention of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof in the ordinary course of business; and (v) any easement, right-of-way, zoning and similar restriction and other similar charge or encumbrance not interfering with entered into the ordinary course of business of an Obligor the relevant member of the Bank Group; (c) which is created pursuant to any of the Relevant Finance Documents (including any Additional Facilities) and any Senior Secured Notes Documents; (d) arising from any Finance Leases, sale and leaseback arrangements or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness); (e) which arises in respect of any right of set-off, netting arrangement, title transfer or title retention arrangements which: (i) arises in the ordinary course of trading and/or by operation of Law; (ii) is entered into by any member of the Bank Group in the normal course of its banking arrangements for the purpose of netting debit and credit balances on bank accounts of members of the Bank Group operated on a net balance basis; (iii) arises in respect of netting or set off arrangements contained in any Hedging Agreement or other contract permitted under Clause 25.12 (Limitations on Hedging); (iv) is entered into by any member of the Bank Group on terms which are generally no worse than the counterparty’s standard or usual terms and entered into in the ordinary course of business of the relevant member of the Bank Group; or (v) which is a retention of title arrangement with respect to customer premises equipment in favour of a supplier (or its Affiliate); provided that the title is only retained to individual items of customer premises equipment in respect of which the purchase price has not been paid in full; (f) which arises in respect of any judgment, award or order or any tax liability for which an appeal or proceedings for review are being diligently pursued in good faith, provided that the affected member of the Bank Group shall have or will establish such reserves as may be required under applicable generally accepted accounting principles in respect of such judgment, award, order or tax liability; (g) over or affecting any asset acquired by a member of the Bank Group after the Original Execution Date and subject to which such asset is acquired, if: (i) such Encumbrance was not created in contemplation of the acquisition of such asset by a member of the Bank Group; and (ii) the Financial Indebtedness secured thereby is Financial Indebtedness of, or is assumed by, the relevant acquiring member of the Bank Group, is Financial Indebtedness which at all times falls within paragraph (g) or (j) of Clause 25.4 (Financial Indebtedness) and the amount of Financial Indebtedness so secured is not increased at any time; (h) over any property or other assets to satisfy any pension plan contribution liabilities provided that the aggregate value of any such property or other assets, when taken together with the aggregate amount utilised under the basket in paragraph (e) of Clause 25.6 (Disposals), shall not exceed £100 million at any time; (i) over or affecting any asset of any company which becomes a member of the Bank Group after the Original Execution Date, where such Encumbrance is created prior to the date on which such company becomes a member of the Bank Group, if: (i) such Encumbrance was not created in contemplation of the acquisition of such company; and (ii) to the extent not repaid by close of business on the date upon which such company became a member of the Bank Group, the Financial Indebtedness secured by such Encumbrance at all times falls within paragraph (g) or (j) of Clause 25.4 (Financial Indebtedness); (j) constituted by a rent deposit deed entered into on arm’s length commercial terms and in the ordinary course of business securing the obligations of a member of the Bank Group in relation to property leased to a member of the Bank Group; (k) constituted by an arrangement referred to in paragraph (d) of the definition of Financial Indebtedness; (l) which is granted over the shares of, Indebtedness owed by or other interests held in, or over the assets (including, without limitation, present or future revenues), attributable to a Project Company, a Bank Group Excluded Subsidiary or a Permitted Joint Venture; (m) over cash deposited as security for the obligations of a member of the Bank Group in respect of a performance bond, guarantee, standby letter of credit or similar facility entered into in the ordinary course of business of the Bank Group; (n) which is created by any member of the Bank Group in substitution for any Existing Encumbrance referred to in paragraph (a)(ii) above, provided that the principal amount secured thereby may not be increased unless any Encumbrance in respect of such increased amount would be permitted under another paragraph of this Clause 25.2; (o) securing any Financial Indebtedness on a pari passu or junior ranking basis with respect to any part of the Facilities, provided that: (i) the ratio of Consolidated Senior Net Debt to Consolidated Operating Cashflow (giving pro forma effect to any such Financial Indebtedness and the use of proceeds thereof) would be equal to, or less than, 3.00:1.00 (rounded to the second decimal number), provided that this limitation shall not apply to any Financial Indebtedness the proceeds of which are used to refinance (A) the Facilities (including any Additional Facility), (B) any Senior Secured Notes or (C) any other Financial Indebtedness which is secured by assets that are subject to the Security; (ii) the proceeds of any such Financial Indebtedness shall not be used in payment of any dividends or distributions to the Ultimate Parent’s shareholders or any repurchase of capital stock of the Ultimate Parent; and (iii) (A) any such Financial Indebtedness ranking pari passu with the Facilities outstanding on the Original Execution Date or any Financial Indebtedness that would have ranked pari passu with the Facilities outstanding on the Original Execution Date is subject to the Group Intercreditor Agreement and the HYD Intercreditor Agreement and (B) any such Financial Indebtedness which is secured on a junior ranking basis over assets subject to the Security, such junior ranking security shall be granted on terms where the rights of the relevant mortgagee, chargee or other beneficiary of such security in respect of any payment will be subordinated to the rights of the Relevant Finance Parties under an intercreditor agreement (providing for contractual subordination on terms comparable to the Loan Market Association’s form of intercreditor agreement at such time for mezzanine debt) and, in each case, the Relevant Finance Parties agree to execute such intercreditor agreement as soon as practicable following request from the Company; or (p) securing Financial Indebtedness the principal amount of which (when aggregated with the principal amount of any other Financial Indebtedness which has the benefit of an Encumbrance other than as permitted pursuant to paragraphs (a) to (o) above) does not exceed £330 million (or its Subsidiariesequivalent in other currencies), including Financial Indebtedness: (i) which may be secured on assets not subject to the Security; or (ii) which may be secured on a junior ranking basis over assets subject to the Security provided that such junior ranking security shall be granted on terms where the rights of the relevant mortgagee, chargee or other beneficiary of such security in respect of any payment will be subordinated to the rights of the Relevant Finance Parties under an intercreditor arrangement (providing for contractual subordination on terms comparable to the Loan Market Association’s form of intercreditor agreement at such time for mezzanine debt) and provided further that each of the Relevant Finance Parties agrees to execute such intercreditor agreement as soon as practicable following request from the Company.

Negative Pledge. (ai) Each Obligor shall notCreate, and shall procure each member or permit any of its Restricted Subsidiaries to create, any mortgage, hypothecation, charge or other encumbrance on any of its or their property or assets, present or future, to secure Indebtedness, unless at or prior thereto the Loans (prior to the occurrence of the Group not toFunding Date, create or permit up to subsist any Security over any the maximum aggregate amount of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity Commitments then in respect thereof) withouteffect), in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least are equally and ratably with such Financial Indebtedness or secured by such property or assets or, at the option of the Borrower, security in the form of other Security as property having at such time a Value equal to (x) prior to the Funding Date, 150% of the aggregate Commitments at such time or (y) on and after the Funding Date, 150% of the aggregate principal amount of the Loans outstanding at such time is extended to the Administrative Agent and the Lenders; provided, however, that the preceding shall have been approved by the Lender, for so long as such Financial Indebtedness will be so secured. (b) Paragraph (a) above does not apply to any Security listed belowor operate to prevent the following: (iA) any Security liens or other encumbrances, not related to the borrowing of money, incurred or arising or already arisen automatically by operation of law, law or for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedings; (ii) any Security existing on any property or asset prior to the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not in contemplation of such acquisition; (iii) any cash management, netting or set-off arrangement or combination of accounts arising in favour of any bank or financial institution as a result of the day-to-day operation of banking arrangements; (iv) any Security arising under any retention of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof in the ordinary course of business; andbusiness or incidental to the ownership of property or assets; (vB) any easementpre-existing encumbrances on property or assets when acquired (including by way of lease); (C) encumbrances or obligations to incur encumbrances (including under indentures, right-of-way, zoning trust deeds and similar restriction instruments) on property or assets of another Person existing at the time such other Person becomes a Subsidiary of the Borrower, or is liquidated or merged into, or amalgamated or consolidated with, the Borrower or a Subsidiary of the Borrower or at the time of the sale, lease or other disposition to the Borrower or a Subsidiary of the Borrower of all or substantially all of the properties and assets of such other similar Person, provided that such encumbrances were not incurred in anticipation of such other Person becoming a Subsidiary of the Borrower; (D) encumbrances given by the Borrower or any of its Restricted Subsidiaries in compliance with contractual commitments in existence at the date hereof or entered into prior to a Restricted Subsidiary becoming a Restricted Subsidiary; (E) giving security by the Borrower or a Subsidiary in favor of the Borrower or any of its Subsidiaries; (F) creating, issuing or suffering to exist or becoming liable on, or giving or assuming, any Purchase Money Mortgage; (G) creating, issuing or suffering to exist or becoming liable on, or giving or assuming any mortgage, hypothecation, charge or other encumbrance not interfering in connection with Indebtedness which, by its terms, is non-recourse to the Borrower or the Restricted Subsidiary; (H) giving security on any specific property or asset in favor of a government within or outside the United States or any political subdivision, department, agency or instrumentality thereof to secure the performance of any covenant or obligation to or in favor of or entered into at the request of any such authorities where such security is required pursuant to any contract, statute, order or regulation; (I) giving, in the ordinary course of business and for the purpose of an Obligor carrying on the same, security on current assets to any bank or banks or others to secure any obligations repayable on demand or maturing, including any right of extension or renewal, within 12 months after the date such obligation is incurred; (J) giving security on property or assets of whatsoever nature other than Restricted Property; provided, however, security on Restricted Property may be given to secure obligations incurred or guarantees of obligations incurred in connection with or necessarily incidental to the purchase, sale, storage, transportation or distribution of such Restricted Property or of the products derived from such Restricted Property; (K) encumbrances arising under partnership agreements, oil and natural gas leases, overriding royalty agreements, net profits agreements, production payment agreements, royalty trust agreements, master limited partnership agreements, farm-out agreements, division orders, contracts for the sale, purchase, exchange, storage, transportation, distribution, gathering or processing of Restricted Property, unitizations and pooling designations, declarations, orders and agreements, development agreements, operating agreements, production sales contracts (including security in respect of take or pay or similar obligations thereunder), area of mutual interest agreements, natural gas balancing or deferred production agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or geophysical permits or agreements, which in each of the foregoing cases is customary in the oil and natural gas business, and other agreements which are customary in the oil and natural gas business, provided in all instances that such encumbrance is limited to the property or assets that are the subject of the relevant agreement; (L) any encumbrance on any properties or facilities or any interest therein, construction thereon or improvement thereto incurred to secure all or any part of any Indebtedness relating to the reclamation and clean-up of such properties, facilities and interests and surrounding lands whether or not owned by the Borrower or a Restricted Subsidiary, the plugging or abandonment of ▇▇▇▇▇ and the decommissioning or removal of structures or facilities located on such properties or facilities provided such Indebtedness is incurred prior to, during or within two years after the completion of reclamation and clean-up or such other activity; (M) encumbrances in respect of the joint development, operation or present or future reclamation, clean-up or abandonment of properties, facilities and surrounding lands or related production or processing as security in favor of any other owner or operator of such assets for the Borrower’s or any Restricted Subsidiary’s portion of the costs and expenses of such development, operation, reclamation, clean-up or abandonment; (N) encumbrances on assets or property (including oil sands property) securing: (I) all or any portion of the cost of acquisition (directly or indirectly), surveying, exploration, drilling, development, extraction, operation, production, construction, alteration, repair or improvement of all or any part of such assets or property and the plugging and abandonment of ▇▇▇▇▇ thereon, (II) all or any portion of the cost of acquiring (directly or indirectly), developing, constructing, altering, improving, operating or repairing any assets or property (or improvements on such assets or property) used or to be used in connection with such assets or property, whether or not located (or located from time to time) at or on such assets or property, (III) Indebtedness incurred by the Borrower or any of its SubsidiariesSubsidiaries to provide funds for the activities set forth in clauses (I) and (II) above, provided such Indebtedness is incurred prior to, during or within two years after the completion of acquisition, construction or such other activities referred to in clauses (I) and (II) above, and (IV) Indebtedness incurred by the Borrower or any of its Subsidiaries to refinance Indebtedness incurred for the purposes set forth in clauses (I) and (II) above. Without limiting the generality of the foregoing, costs incurred after the date hereof with respect to clauses (I) or (II) above shall include costs incurred for all facilities relating to such assets or property, or to projects, ventures or other arrangements of which such assets or property form a part or which relate to such assets or property, which facilities shall include, without limitation, Facilities, whether or not in whole or in part located (or from time to time located) at or on such assets or property; (O) encumbrances granted in the ordinary course of business in connection with Financial Instrument Obligations; (P) deposits referred to in clause (a) of the proviso to the definition of Consolidated Debt to Consolidated Capitalization Ratio; and (Q) any extension, renewal, alteration, refinancing, replacement, exchange or refunding (or successive extensions, renewals, alterations, refinancings, replacements, exchanges or refundings) of all or part of any encumbrance referred to in the foregoing clauses; provided, however, that (i) such new encumbrance shall be limited to all or part of the property or assets which was secured by the prior encumbrance plus improvements on such property or assets and (ii) the Indebtedness, if any, secured by the new encumbrance is not increased from the amount of the Indebtedness secured by the prior encumbrance then existing at the time of such extension, renewal, alteration, refinancing, replacement, exchange or refunding, plus an amount necessary to pay fees and expenses, including premiums, related to such extensions, renewals, alterations, refinancings, replacements, exchanges or refundings; and provided further that (I) in any event, the Borrower and any Restricted Subsidiary shall be entitled to give security that would otherwise be prohibited hereby so long as the aggregate Indebtedness outstanding and secured under this clause (I) and the aggregate Indebtedness outstanding and secured under Section 5.02(b)(i)(N) does not at the time of giving such security exceed an amount equal to 10% of Consolidated Net Tangible Assets of the Borrower at such time and (II) in no event shall the Borrower or any Restricted Subsidiary be entitled to give security that would otherwise be permitted by Section 5.02(b)(i)(N) if such security secures Indebtedness which exceeds an amount equal to 10% of the Consolidated Net Tangible Assets of the Borrower at such time. (ii) Notwithstanding the foregoing, transactions such as the sale (including any forward sale) or other transfer of (A) oil, gas, minerals or other resources of a primary nature, whether in place or when produced, for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money or a specified rate of return (however determined), or a specified amount of such oil, gas, minerals, or other resources of a primary nature, or (B) any other interest in property of the character commonly referred to as a “production payment”, will not constitute secured Indebtedness for purposes of Section 5.02(b)(i) and will not result in the Borrower being required to secure the Loans. (iii) In the event security has been provided to the Administrative Agent and the Lenders in accordance with this Section 5.02(b) and, prior to the Funding Date, the maximum principal amount of the Commitments is thereafter permanently reduced at any time or from time to time or, after the Funding Date, the Loans are thereafter prepaid at any time or from time to time, the Borrower may request once in each calendar year, and the Administrative Agent and the Lenders shall grant at the Borrower’s expense, discharges of security as will ensure that the remaining security has a Value at such time equal to, to the satisfaction of the Administrative Agent and the Lenders acting reasonably, (x) prior to the Funding Date, 150% of the aggregate Commitments at such time or (y) on and after the Funding Date, 150% of the aggregate principal amount of the Loans outstanding at such time.

Negative Pledge. (aA) Each Obligor No Chargor shall not, and shall procure each member of the Group not to, create or permit to subsist any Security over any of its assets. (B) No Chargor shall: (1) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by a Chargor or any other member of the Group’s assets ; (2) sell, transfer or otherwise dispose of any of its receivables on recourse terms; (3) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to secure a combination of accounts; or (4) enter into any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) withoutother preferential arrangement having a similar effect, in any such case, making effective provision whereby circumstances where the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or by such other Security as shall have been approved by of financing the Lender, for so long as such Financial Indebtedness will be so securedacquisition of an asset(such arrangement or transaction being “Quasi-Security”). (bC) Paragraph (aClauses 15.1(A) above does and 15.1(B) do not apply to any Security or Quasi-Security listed or described below: (i1) any Security arising or already arisen automatically by operation of law, or for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedings; (ii) any Security existing on any property or asset prior to the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not in contemplation of such acquisition; (iii) any cash management, netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances; (2) any lien arising by operation of law or combination in the ordinary course of business (including liens in respect of assets imposed by law, title retention, netting, set-off, other encumbrances arising as part of hedging, operation of bank accounts (including under a bank’s general terms and conditions) and trading relationships or arising as part of letter of credit transactions, and rental deposits); (3) any Security over or affecting any asset acquired by a member of the Group after the date of this Deed if: (a) the Security was not created in contemplation of the acquisition of that asset by a member of the Group; (b) the principal amount secured has not been increased in contemplation of, or since the acquisition of that asset by a member of the Group; and (c) the Security is removed or discharged within 6 months of the date of acquisition of such asset; (4) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Deed, where the Security is created prior to the date on which that company becomes a member of the Group, 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 6 months of that company becoming a member of the Group; (5) any Security or Quasi-Security created or evidenced by any Finance Document; (6) any Security or Quasi-Security arising under the Existing Security Documents; (7) any Security or Quasi-Security arising pursuant to court proceedings and assessments by authorities (including tax and environmental) being contested in good faith with appropriate reserves; (8) any Security or Quasi-Security granted by a member of the Group in favour of any bank or financial institution as a result of the day-to-day operation of banking arrangementsChargor; (iv9) any Security or Quasi-Security arising under any retention of title, title transfer, hire purchase or agreements, conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof a Chargor in the ordinary course of businessday-to-day business and under suppliers’ standard or usual terms or arrangements having similar effect; (10) any Security or Quasi-Security in favour of tax or customs authorities in connection with the importation of goods; (11) any Security or Quasi-Security over goods, inventory or documents of title where the shipment or storage price is financed by a documentary credit; (12) cash cover relating to a letter of credit or by way of replacement for a letter of credit; (13) any Security or Quasi-Security in relation to which the Lender has provided its consent; and (v14) any easement, right-of-way, zoning and similar restriction and additional Security which exists in respect of any asset other similar charge than permitted under paragraphs (1) to (13) above securing indebtedness the outstanding principal amount of which in aggregate does not at any time exceed USD 1,000,000 (or encumbrance not interfering with the ordinary course of business of an Obligor or any of its Subsidiariesequivalent).

Negative Pledge. (a) Each No Obligor shall notwill, and shall each Obligor will procure each member that none of the Group not toits Subsidiaries will, create or agree to create or permit to subsist any Security Interest on or over the whole or any part its undertaking or assets (present or future) except for: (a) liens arising solely by operation of law and in the ordinary course of business and not as a result of any default or omission on the part of any member of the Group’s assets , save to secure any the extent (i) such default or omission is capable of remedy and has been remedied within 30 days of the date on which such default occurred or (ii) such default or omission is being contested by the relevant member of the Group in good faith by appropriate proceedings or (iii) such default is in respect of obligations to pay indebtedness which, when aggregated with all Financial Indebtedness referred to in Clause 23.5 (Cross Default) (irrespective of the Obligors or basket referred to therein), does not in aggregate at any Subsidiary thereof one time exceed EUR15,000,000 (or any guarantees or indemnity its equivalent in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so secured.currencies); (b) Paragraph rights of set-off existing in the ordinary course of trading activities between any member of the Group and its respective suppliers or customers; (ac) above does not apply rights of set-off or netting arising by operation of law or by contract by virtue of the provision to any member of the Group of clearing bank or similar facilities or overdraft facilities permitted under this Agreement or Security listed belowInterests arising in relation to any account with any bank under the standard commercial terms and conditions of such bank which provides clearing bank or similar facilities or overdraft facilities permitted under this Agreement; (d) any retention of title to goods supplied to any member of the Group where such retention is required by the supplier in the ordinary course of its trading activities and on customary terms and the goods in question are supplied on credit; (e) Security Interests (except floating charges) arising under finance leases, hire purchase, conditional sale agreements or other agreements for the acquisition of assets on deferred payment terms permitted under Clause 17.9 (Leasing Arrangements), only to the extent such Security Interests are granted by the relevant member of the Group over assets comprised within or constituted by such arrangements; (f) Security Interests arising under the Security Documents or in respect of the Mezzanine Facility (subject to the Intercreditor Deed); (g) any Security Interest over or affecting any asset acquired by any member of the Group on or after the date of this Agreement and subject to which such asset is acquired, provided that: (i) any such Security arising or already arisen automatically Interest was not created in contemplation of the acquisition of such asset by operation such member of law, or for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedingsthe Group; (ii) any Security existing on any property the amount thereby secured has not been increased in contemplation of, or asset prior to since the date of, the acquisition thereof of such asset by an Obligor or any Subsidiary thereof arising after the Borrower; and (iii) such acquisition pursuant to contractual commitments entered into prior to and not in contemplation Security Interest is released within 3 months of such acquisition; (iii) any cash management, netting or set-off arrangement or combination of accounts arising in favour of any bank or financial institution as a result of the day-to-day operation of banking arrangements; (ivh) any Security arising under Interest over or affecting any retention asset of titleany company which becomes a member of the Group after the date of this Agreement, title transferwhere such Security Interest is created prior to the date on which such company becomes a member of the Group, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof in the ordinary course of business; andprovided that: (vi) any easement, right-of-way, zoning and similar restriction and other similar charge or encumbrance such Security Interest was not interfering with created in contemplation of the ordinary course acquisition of business of an Obligor or any of its Subsidiaries.such company;

Negative Pledge. (a) Each No Obligor shall not, (and the Company shall procure each ensure that no other member of the Group not to, will) create or permit to subsist any Security over any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedits assets. (b) Paragraph No Obligor shall (and the Company shall ensure that no other member of the Group will): (i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group; (ii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iii) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. (c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms. (d) Paragraphs (a) and (b) above does do not apply to any Security listed belowto: (i) any Security arising comprising a netting or already arisen automatically set-off arrangement entered into by operation any member of law, or the Group in the ordinary course of its banking arrangements for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedingsthe purpose of netting debit and credit balances; (ii) any Security existing on over goods and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any property or asset prior to member of the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not in contemplation of such acquisitionGroup; (iii) any cash managementSecurity existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, netting as so disclosed, is not thereafter increased or set-off arrangement or combination of accounts arising in favour of any bank or financial institution as a result of the day-to-day operation of banking arrangementsits maturity extended; (iv) any Security arising under over or affecting any retention asset acquired by a member of titlethe Group after the date of this Agreement, title transferprovided that: (A) the Security was not created in contemplation of that acquisition; LD857960/50 (B) the amount thereby secured has not been increased in contemplation of, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof in since the ordinary course of businessdate of, that acquisition; and (C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisition; (v) any easementSecurity over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, right-where the Security is created prior to the date on which that company becomes a member of the Group, provided that: (A) the Security was not created in contemplation of the acquisition of that company; (B) the amount thereby secured has not been increased in contemplation of-way, zoning or since the date of, that acquisition; and (C) unless the Security is in favour of a government or utility supplier and similar restriction was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a member of the Group; (vi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company; (vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement; (viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under paragraphs (i) to (vii) above and (B) any other similar charge Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time (or encumbrance not interfering with its equivalent in any other currency or currencies); or (ix) any Security approved by the ordinary course of business of an Obligor or any of its SubsidiariesMajority Lenders.

Negative Pledge. (a) Each No Obligor shall not, (and the Company shall procure each ensure that no other member of the Group not to, will) create or permit to subsist any Security Interest over any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedits assets. (b) Paragraph No Obligor shall (and the Company shall ensure that no other member of the Group will): (i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group; (ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms; or (iii) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. (c) Paragraphs (a) and (b) above does do not apply to any Security listed belowto: (i) any Security arising or already arisen automatically Interest created under a document listed in Schedule 6 (Existing Security) except to the extent the principal amount secured by operation of law, or for taxes, assessments or governmental charges which is promptly discharged or disputed that Security Interests exceeds the amount stated in good faith by appropriate proceedingsthat Schedule; (ii) any Security existing on any property or asset prior to Interest created under the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not in contemplation of such acquisitionSecurity Documents; (iii) any cash management, netting Security Interest created under the Debt Securities Documents provided that equivalent Security is or set-off arrangement or combination of accounts arising in favour of any bank or financial institution as a result has been granted to the Finance Parties and such Security ranks at least pari passu with the Security granted for the benefit of the day-to-day operation creditors secured by way of banking arrangementsa Security Interest created in reliance on this subparagraph (iii); (iv) any lien arising by operation of law and in the ordinary course of trading; (v) any Security Interest arising under customary general business conditions of any retention bank with whom a member of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof the Group maintains a banking relationship in the ordinary course of business; (vi) any Security Interest over or affecting any asset acquired (such Security existing at the time of acquisition of the relevant asset) by a member of the Group after the date of this Agreement if: (A) the Security Interest was not created in contemplation of the acquisition of that asset by a member of the Group; (B) the principal amount secured has not been increased in contemplation of or since the acquisition of that asset by a member of the Group; and (vC) the Security Interest is removed or discharged within six months of the date of acquisition of such asset, unless the value of the Security does not exceed €10,000,000 per each single acquisition or a total of €50,000,000 for all acquisitions in a financial year; (vii) any easementSecurity Interest over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, right-of-waywhere the Security Interest is created prior to the date on which that company becomes a member of the Group, zoning and similar restriction and other similar charge if: (A) the Security Interest was not created in contemplation of the acquisition of that company; (B) the principal amount secured has not increased in contemplation of or encumbrance since the acquisition of that company; and (C) the Security Interest is removed or discharged within six months of that company becoming a member of the Group, unless the value of the Security does not interfering exceed €10,000,000 per each single acquisition or a total of €50,000,000 for all acquisitions in a financial year; (viii) any Security Interest arising in connection with a retention of title arrangement entered into in the ordinary course of business business; (ix) any Security Interest securing indebtedness the principal amount of which (when aggregated with the principal amount of any other indebtedness which has the benefit of Security Interest other than any permitted under paragraphs (i) to (viii) above) does not exceed an Obligor aggregate maximum amount, at any time outstanding, prior to the end of the Clean-Up Period €75,000,000 and thereafter €100,000,000 (or any of its Subsidiariesequivalent in another currency or currencies).

Negative Pledge. (a) Each No Obligor shall not, (and the Company shall procure each ensure that no other member of the Group not to, will) create or permit to subsist any Security over any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedits assets. (b) Paragraph No Obligor shall (and the Company shall ensure that no other member of the Group will): (i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group; (ii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iii) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. (c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms. (d) Paragraphs (a) and (b) above does do not apply to any Security listed belowto: (i) any Security arising comprising a netting or already arisen automatically set-off arrangement entered into by operation any member of law, or the Group in the ordinary course of its banking arrangements for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedingsthe purpose of netting debit and credit balances; (ii) any Security existing on over goods and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any property or asset prior to member of the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not in contemplation of such acquisitionGroup; (iii) any cash managementSecurity existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, netting as so disclosed, is not thereafter increased or set-off arrangement or combination of accounts arising in favour of any bank or financial institution as a result of the day-to-day operation of banking arrangementsits maturity extended; (iv) any Security arising under over or affecting any retention asset acquired by a member of titlethe Group after the date of this Agreement, title transferprovided that: (A) the Security was not created in contemplation of that acquisition; (B) the amount thereby secured has not been increased in contemplation of, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof in since the ordinary course of businessdate of, that acquisition; and (C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six months of the date of acquisition; (v) any easementSecurity over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, right-where the Security is created prior to the date on which that company becomes a member of the Group, provided that: (A) the Security was not created in contemplation of the acquisition of that company; (B) the amount thereby secured has not been increased in contemplation of-way, zoning or since the date of, that acquisition; and (C) unless the Security is in favour of a government or utility supplier and similar restriction was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six months of that company becoming a member of the Group; (vi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company; (vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement; (viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under paragraphs (i) to (vii) above and (B) any other similar charge Financial Indebtedness permitted under Clause 23.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time (or encumbrance not interfering with its equivalent in any other currency or currencies); or (ix) any Security approved by the ordinary course of business of an Obligor or any of its SubsidiariesMajority Lenders.

Negative Pledge. (a) Each No Obligor shall not, (and the Company shall procure each ensure that no other member of the Group not to, will) create or permit to subsist any Security over any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedits assets. (b) Paragraph No Obligor shall (and the Company shall ensure that no other member of the Group will): (i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group; (ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms (other than pursuant to securitisation programs of the Company's Group existing on the date hereof and of Target Group existing on the date the Company notifies the Agent that it has the effective control of Target (which date shall not be later than 3 Months following the date on which Target becomes a Subsidiary of the Company) and provided that the cash proceeds thereof is applied toward the mandatory prepayment of the Facilities where required in accordance with Clause 18.10 (Mandatory prepayment and cancellation from Net Cash Proceeds); (iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. (c) Paragraphs (a) and (b) above does do not apply to any Security listed belowto: (i) any Security arising disclosed in the Original Financial Statements or already arisen automatically listed in Schedule 9 (Existing Security) except to the extent the principal amount secured by operation of law, or for taxes, assessments or governmental charges which is promptly discharged or disputed that Security exceeds the amount stated in good faith by appropriate proceedingsthat Schedule; (ii) any Security existing on any property netting or asset prior to the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments set-off arrangement entered into prior to and not by any member of the Group in contemplation the ordinary course of such acquisitionits banking arrangements or cash management (including hedging policies made in accordance with sound commercial practices on the basis of the existing Group policies) ; (iii) any cash management, netting or set-off arrangement or combination of accounts lien arising in favour of any bank or financial institution as a result of the day-to-day by operation of banking arrangementslaw and in the ordinary course of trading; (iv) any Security arising under over or affecting any retention asset acquired by a member of titlethe Group after the date of this Agreement if: (A) the Security was not created in contemplation of the acquisition of that asset by a member of the Group; (B) the principal amount secured has not been increased in contemplation of, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect since the acquisition of goods supplied to any Obligor or any Subsidiary thereof in that asset by a member of the ordinary course of businessGroup; and (C) the Security is removed or discharged within 9 Months of the date of acquisition of such asset if not otherwise permitted under this Clause 21.3; (v) any easementSecurity over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, right-of-waywhere the Security is created prior to the date on which that company becomes a member of the Group, zoning 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 9 Months of that company becoming a member of the Group if not otherwise permitted under this Clause 21.3; (vi) any Security created in favour of a claimant or defendant in any action of the court or tribunal before whom such action is brought as security for costs or expenses where any member of the Group is actively prosecuting or defending such action by appropriate proceedings in the bona fide interests of the Group; (vii) any Security created pursuant to any order of attachment, distraint, garnishee order, arrestment, adjudication or injunction or interdict restraining disposal of assets or similar legal process arising in connection with court proceedings, provided the same are not, in the opinion of the Majority Lenders, adverse to their interests; (viii) any Security for taxes or assessments that are being actively contested in good faith by appropriate proceedings and similar restriction for which adequate provisions are being maintained to the extent required by applicable principles; (ix) any Security (a SUBSTITUTE SECURITY) which replaces any other Security permitted pursuant to this Clause and other similar charge which secures an amount not exceeding the principal amount secured by such permitted Security at the time it is replaced together with any interest accruing on such amounts from the date such Substitute Security is created or encumbrance not interfering arises any fees or expenses incurred in relation thereto provided that the existing Security to be replaced is released and all amounts secured thereby paid or otherwise discharged in full at or prior to the time of such Substitute Security being created or arising; (x) any Security securing indebtedness the principal amount of which (when aggregated with the ordinary course principal amount of business any other indebtedness which has the benefit of an Obligor Security given by any member of the Group other than any permitted under paragraphs (i) to (vii) above) does not exceed EUR 100,000,000 (or any of its Subsidiariesequivalent in another currency or currencies) until the final Original Offer Settlement Date and EUR 250,000,000 (or its equivalent in another currency or currencies) thereafter.

Negative Pledge. (a) Each No Obligor shall not, (and each Obligor shall procure each member ensure that none of the Group not to, create or permit to subsist any Security over any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so secured.its Subsidi- (b) Paragraph No Obligor shall (and each Obligors shall ensure that no of its Subsidiar- ies will): (i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obli­gor or any other member of the Group; (ii) sell, transfer or otherwise dispose of any of its receivables on re­course terms other than to the German Borrower and where such transaction is not otherwise prohibited by this Agreement; (iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iv) enter into any other preferential arrangement having a similar ef­fect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. (c) Paragraphs (a) and (b) above does do not apply to any Security listed belowto: (i) any Security arising or already arisen automatically listed in Schedule 7 (Existing Security) (including any Security which has been Refinanced provided that the assets subject to such Security have not materially changed in any way) except to the extent the principal amount secured by operation of law, or for taxes, assessments or governmental charges which is promptly discharged or disputed that Security exceeds the amount stated in good faith by appropriate proceedingsthat Schedule; (ii) any Security existing on any property netting or asset prior to the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments set-off arrangement entered into prior to by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and not in contemplation of such acquisitioncredit balances; (iii) any cash management, netting or set-off arrangement or combination Security entered into in the ordinary course of accounts arising in favour of any bank or financial institution as a result of the day-to-day operation of banking arrangementsbusiness under customary general business conditions; (iv) any Security lien arising under any retention by operation of title, title transfer, hire purchase law or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof regulatory requirement and in the ordinary course of business; andbusiness and not as a result of a default howsoever described; (v) any easementSecurity arising by operation of law in favour of any gov- ernment, right-state or local authority in respect of Taxes which are ei­ther (a) not yet due and unpaid or (b) being contested in good faith by appropriate proceedings and for which adequate reserves have been made; (vi) any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement if: (1) the Security was not created in contemplation of the ac­quisition of that asset by a member of the Group; and (2) the principal amount secured has not been increased in contemplation of-way, zoning and similar restriction and other similar charge or encumbrance since the acquisition of that asset by a member of the Group; (vii) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that com­pany becomes a member of the Group, if: (1) the Security was not interfering with created in contemplation of the ac­quisition of that company; and (2) the principal amount secured has not increased in contem­plation of or since the acquisition of that company; (viii) the Transaction Security; (ix) any Security which has been approved in writing by the Majority Lenders; (x) any Security incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemploy­ment insurance and other types of an Obligor social security, including any Security securing letters of credit issued in the ordinary course of business in accordance with past practice; (xi) any Security over assets of the Norwegian Borrower 2 acquired with Financial Indebtedness permitted under paragraph (k) of the definition of Permitted Financial Indebtedness provided that such Security is removed upon the full discharge of the relevant Per­mitted Financial Indebtedness incurred to finance the payment of the purchase price for such asset; or (xii) any Security securing indebtedness the principal amount of which (when aggregated with the principal amount of any other indebt­edness which has the benefit of Security given by any member of the Group other than any permitted under paragraphs (i) to (ix) above) does not exceed EUR 5,000,000 its equivalent in another currency or any of its Subsidiariescurrencies).

Negative Pledge. (a) Each Obligor shall not, and shall procure each member of the Group Obligors undertakes not to, to create or permit to subsist subsist, and (in case of the Company only) to procure that no Material Subsidiary shall create or permit to subsist, any Security over all or any of the Group’s its present or future assets to secure any as security for Financial Indebtedness of any person other than: (a) any Security arising in the Obligors ordinary course of business or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby on the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so secured.basis of customary general business conditions; (b) Paragraph (a) above does not apply to any Security listed below:arising solely by operation of law (or by an agreement evidencing the same); (c) any Security created or permitted to subsist with the prior written consent of the Majority Lenders; (d) any Security arising in connection with any netting or set off arrangement entered into in the ordinary course of business for the purpose of netting debit and credit balances or in connection with customary framework/master agreements relating to derivatives transactions made in the ordinary course of business; (e) any Security existing over newly acquired assets at the time of their acquisition not created in contemplation of such acquisition or over assets of an entity which becomes subject to the provisions of this Clause 21.1 (Negative Pledge) after the Signing Date; (f) any Security existing or created in order to comply with section 8a of the German Partial Retirement Act (Altersteilzeitgesetz) or pursuant to section 7e of the German Social Security Code IV (Sozialgesetzbuch IV) or granted to a pension fund (or the respective pension trustee) or contractual trust arrangement initiated by the Group to secure contribution obligations towards such pension fund or contractual trust arrangement; (g) any Security provided under customary export finance or other subsidised loans or to a public financial institution (including the European Investment Bank and the European Bank for Reconstruction and Development) in accordance with such institution’s published lending policy; (h) any Security arising in connection with the issue of asset-backed securities entered into in the ordinary course of business; (i) any Security arising in connection with any arrangement made within the ordinary course of treasury activities of the Group by which a member of the Group disposes of any marketable securities on terms whereby they are or already arisen automatically may be re-acquired by operation that member of law, or for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedingsthe Group; (iij) in relation to a Project Company, Security on the assets and/or the business constituted by that project and/or the shares in any Project Company and/or over loans made to it by members of the Group and/or claims under insurance contracts insuring the assets of the business constituted by that project; (k) in relation to a project finance transaction (entered into by a member of the Group other than Linde) in relation to which the borrower is not a Project Company any Security over project assets (including ancillary rights and any proceeds therefrom), the acquisition, construction or development of which is financed with debt incurred for the purpose of such project finance transaction where the only recourse is to such assets of such borrower (it being understood that a completion guarantee granted by another member of the Group does not constitute recourse for the purpose of the preceding sentence); (l) any Security existing on any property or asset prior to created over cash accounts held with banks in connection with the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not in contemplation local funding needs of such acquisitionforeign members of the Group (back-to-back); (iiim) any Security over claims under loans made by Linde Finance B.V. to any other member of the Group as security for the repayment of notes, the proceeds of the issuance of which were used by Linde Finance B.V. to make the respective loans; (n) any Security over cash management, netting or set-off arrangement or combination of accounts arising deposits granted in favour of any bank or financial institution as a result the trustee for the holder of the day-to-day operation of banking arrangementsLoan Notes; (ivo) any Security arising under any retention over cash deposits or cash equivalents using funds drawn hereunder and used in connection with the defeasance of title, title transfer, hire purchase Existing Financial Indebtedness provided that the aggregate amount of the Financial Indebtedness secured hereunder does not exceed EUR 500,000,000 (or conditional sale arrangement or arrangements having similar effect its equivalent); (p) in relation to Financial Indebtedness incurred locally for local financing needs if it is customary to provide Security in respect of goods supplied to such Financial Indebtedness provided that the aggregate amount of Financial Indebtedness secured hereunder does not exceed EUR 150,000,000 (or its equivalent); (q) any Obligor other Security, provided that the aggregate amount of all claims which are at any time outstanding and secured by Security created or any Subsidiary thereof existing in the ordinary course of businessreliance on this paragraph (q) (converted into EUR in case a claim is not denominated in EUR) does not exceed EUR 350,000,000 (or its equivalent); and (vr) any easement, right-of-way, zoning and similar restriction and other similar charge or encumbrance not interfering with Security created in favour of the ordinary course of business of an Obligor or any of its SubsidiariesFinance Parties under the Finance Documents.

Negative Pledge. (a) Each Obligor shall notExcept as provided below, and shall procure each no member of the Group not to, may create or permit allow to subsist exist any Security over Interest on any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedits assets. (b) Paragraph No member of the Group may: (i) sell, transfer or otherwise dispose of any of its assets on terms where it is or may be leased to or re-acquired or acquired by a member of the Group; (ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms; (iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iv) enter into any other preferential arrangement having a similar effect, in circumstances where the transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. (c) Paragraphs (a) above does and (b) do not apply to any Security listed belowto: (i) any Security arising or already arisen automatically Interest listed in Schedule 5 (Existing Security) except to the extent the principal amount secured by operation of law, or for taxes, assessments or governmental charges which is promptly discharged or disputed that Security Interest exceeds the amount stated in good faith by appropriate proceedingsthat Schedule; (ii) any Security existing on any property Interest comprising a netting or asset prior to the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments set-off arrangement entered into prior to by a member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and not in contemplation of such acquisitioncredit balances; (iii) any cash management, lien arising by operation of law (or by an agreement evidencing a lien that would otherwise arise by operation of law) and in the ordinary course of business; (iv) any payment or close out netting or set-off arrangement or combination of accounts arising in favour of pursuant to any bank or financial institution as a result of the day-to-day operation of banking arrangementshedging transaction permitted under Clause 20.7(b)(iv) (Financial Indebtedness); (ivv) any Security Interest on an asset, or an asset of any person, acquired by a member of the Group after the date of this Agreement but only for the period of 6 months from the date of acquisition and to the extent that the principal amount secured by that Security Interest has not been incurred or increased in contemplation of, or since, the acquisition and the Security Interest was not created in contemplation of the acquisition of that asset by a member of the Group; (vi) any Security Interest securing indebtedness the principal amount of which (when aggregated with the principal amount of any other indebtedness which has the benefit of a Security Interest not allowed under the preceding sub-paragraphs) does not exceed the greater of: (A) £100,000,000 or its equivalent, and (B) an amount equal to 10% of the net assets of the Company as shown in the audited consolidated financial statements of the Company most recently delivered to the Facility Agent pursuant to Subclause 18.1 (Financial statements), at any time; (vii) any pledge of goods, the related documents of title and/or other related documents arising under any retention of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof created in the ordinary course of business; andits business as security to a bank or financial institution for financial obligations directly relating to the goods or documents on or over which that pledge exists; (vviii) any easementSecurity Interest arising out of title retention provisions in a supplier’s standard conditions of supply of goods acquired by it in the ordinary course of its business; (ix) any Security Interest arising pursuant to an order of attachment, rightdistress, garnishee or injunction restraining disposal of assets or similar legal process arising in connection with court proceedings being contested by the relevant member of the Group in good faith and which in any event is discharged within 60 days; (x) any Security Interest over the shares or capital in the debtor of Non-of-way, zoning Recourse Indebtedness; (xi) any Security Interest (Replacement Security Interest) created to replace or renew or in substitution for any Security Interest otherwise permitted (Prior Security Interest) where the Replacement Security Interest is granted in respect of the same asset as the Prior Security Interest and similar restriction and other similar charge or encumbrance does not interfering with secure an amount in excess of the amount secured by the Prior Security Interest; (xii) any Security Interest over contracts entered into in the ordinary course of business for the supply of an Obligor goods and/or services and over assets employed in the performance of those contracts, to secure counter-indemnity obligations in respect of any bond, guarantee, letter of credit or other instrument having a similar effect, in each case, issued in respect of obligations under or in connection with the performance of those contracts; (xiii) any Security Interest over or any arrangement described in paragraph (b) above in respect of its SubsidiariesUnrestricted Margin Stock; or (xiv) any other Security Interest created or outstanding with the prior consent of the Majority Banks.

Negative Pledge. (a) Each Obligor shall notExcept as provided below, and shall procure each no member of the Group not to, may create or permit allow to subsist exist any Security over Interest on any of the Group’s assets to secure any Financial Indebtedness its assets. Table of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so secured.Contents (b) Paragraph (a) above does not apply to any Security listed belowto: (i) any Security arising Interest existing (or already arisen automatically contemplated by operation the terms (as at the date of lawthis Agreement) of any financing arrangement referred to in Clause 20.7(b)(ii) (Financial Indebtedness)) over any asset of a member of the Group or of Mittal Steel USA or any of its Subsidiaries as at the date of this Agreement, or for taxesbut only to the extent that: (A) the principal amount secured by any such Security Interest is not increased; (B) the maturity of any Financial Indebtedness secured by any such Security Interest is not extended; and (C) any Financial Indebtedness secured by any such Security Interest is not refinanced, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedingseach case after the date of this Agreement; (ii) any Security existing on any property Interest comprising a netting or asset prior to the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments set-off arrangement entered into prior to by a member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and not in contemplation of such acquisitioncredit balances; (iii) any cash management, netting or set-off arrangement or combination Security Interest arising out of accounts arising retention of title provisions in favour a supplier’s standard conditions of any bank or financial institution as a result supply of goods where the day-to-day operation goods in question are supplied on credit and acquired in the ordinary course of banking arrangementsbusiness; (iv) any Security lien arising under any retention by operation of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof law and in the ordinary course of business; andtrading; (v) any easementSecurity Interest on an asset, right-or an asset of any person, acquired by a member of the Group after the date of this Agreement but only for the period of 6 months from the date of acquisition and to the extent that the principal amount secured by that Security Interest has not been incurred or increased in contemplation of-way, zoning and similar restriction and other similar charge or encumbrance not interfering with since, the acquisition; (vi) any Security Interest on a rental deposit given on leasehold premises in the ordinary course of business trading; (vii) any Security Interest entered into pursuant to a Finance Document; (viii) any Security Interest securing Project Finance Indebtedness, but only to the extent that the Security Interest is created on an asset of an Obligor the project being financed by the relevant Project Finance Indebtedness (and/or the shares in, and/or shareholder loans to, the company conducting such project where such company has no assets other than those relating to such project); (ix) any hire purchase, lease or conditional sale agreement other than one which would, under the applicable generally accepted accounting principles for such member of the Group, be treated as a finance or capital lease; (x) any Security Interest arising under clause 18 of the general terms and conditions (Algemene Voorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging ▇▇▇ ▇▇▇▇▇▇) or any similar term applied by a financial institution in the Netherlands pursuant to its general terms and conditions; Table of Contents (xi) any Security Interest or right of set-off which may be imposed by an account bank under the terms of its Subsidiariesstandard account documentation; (xii) any Security Interest on an asset held in Clearstream Banking, société anonyme or Euroclear Bank S.A./N.V. as operator of the Euroclear System, or any other securities depository or any clearing house pursuant to its standard terms and procedures applicable in the ordinary course of trading; (xiii) any Security Interest created in favour of a plaintiff or defendant in any action of the court or tribunal before whom such action is brought as pre-judgment security for costs or expenses where any member of the Group is prosecuting or defending such action in the bona fide interest of the Group; (xiv) any Security Interest created pursuant to any order of attachment, distraint, garnishee order, arrestment, adjudication or injunction or interdict restraining disposal of assets or similar legal process arising in connection with pre-judgment court proceedings where any member of the Group is prosecuting or defending such action in the bona fide interest of the Group; (xv) any Security Interest on any Margin Stock (as defined in Clause 20.14(a) (ERISA) that exceeds 25 per cent. of the value of the total assets subject to paragraph (a) above at such time; and (xvi) any Security Interest securing indebtedness the amount of which (when aggregated with the amount of any other indebtedness which has the benefit of a Security Interest not allowed under the preceding sub-paragraphs) does not exceed 10 per cent. of the book value of the consolidated assets of the Group or its equivalent at any time.

Negative Pledge. (a) Each Obligor The Borrower shall not, not (and shall procure each member that none of the Group not to, its Subsidiaries shall) create or permit to subsist any Security over any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedits assets. (b) For the purposes of this Paragraph 24 (Negative pledge), the term Security shall also include any arrangement or transaction on assets or receivables or money (such as the sale, transfer or other disposal of assets on terms whereby they are or may be leased to or re-acquired by the Borrower or any of its Subsidiaries, the sale, transfer or other disposal of any receivables on recourse terms or any arrangement under which money or the benefit of a bank account or other account may be applied or set off or any preferential arrangement having a similar effect) in circumstances where the arrangement or transaction is entered into primarily as a method of raising credit or of financing the acquisition of an asset. (c) Sub-Paragraph (a) above does not apply to any Security Security, listed below:below (“Permitted Security”): (i) 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 and any Security arising or already arisen automatically by operation of law, or for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedingsunder general business; (ii) any Security existing on any property conditions (Allgemeine Geschäftsbedingungen) of banks or asset prior to the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not in contemplation of such acquisitionfinancial institutions; (iii) any cash management, payment or close out netting or set-off arrangement or combination of accounts arising pursuant to any Permitted Hedging, but excluding any Security under a credit support arrangement in favour of any bank or financial institution as relation to a result of the day-to-day operation of banking arrangementshedging transaction; (iv) any Security arising by operation of law and in the ordinary course of trading; (v) any Security over or affecting any asset acquired by Group Company after the date of this Contract if: (1) the Security was not created in contemplation of the acquisition of that asset by a Group Company; (2) the principal amount secured has not been increased in contemplation of or since the acquisition of that asset by a Group Company; and (3) the Security is removed or discharged within [*****] months of the date of acquisition of such asset; (vi) any Security over or affecting any asset of any company which becomes a Group Company after the date of this Contract, where the Security is created prior to the date on which that company becomes a Group Company, if: (1) the Security was not created in contemplation of the acquisition of that company; (2) the principal amount secured has not increased in contemplation of or since the acquisition of that company; and (3) the Security is removed or discharged within [*****] of that company becoming a Group Company; (vii) any Security entered into pursuant to this Contract; (viii) any Security provided with the prior written consent of the Bank; (ix) any Security arising under any retention of title, title transfer(including extended retention of title (verlängerter Eigentumsvorbehalt)), hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof a Group Company in the ordinary course of business; andtrading and on the supplier’s standard or usual terms and not arising as a result of any default or omission by any Group Company; (vx) in respect of the Property to the extent restrictions on further charges are prohibited by Section 1136 BGB; (xi) in respect of the Property interests, rights, easements or other matter whatsoever evidenced in section II of the land register (Grundbuch) as reflected in the copy of the land register excerpt (Grundbuchauszug) provided to the Bank; (xii) any easement, right-of-way, zoning Security created or subsisting in order to comply with Section 8a of the German Altersteilzeitgesetz (AltTZG) or pursuant to Section 7e of the German Social Law Act No. 4 (Sozialgesetzbuch IV); or (xiii) any contractor’s lien arising by operation of law (Werkunternehmerpfandrecht) in connection with repairs and similar restriction maintenance work and other similar charge or encumbrance not interfering with any landlord’s pledge (Vermieterpfandrecht) arising by operation of law under a lease in favour of the ordinary course of business of an Obligor or any of its Subsidiariesrelevant third party landlord.

Negative Pledge. (a) Each Obligor Subject to paragraph (c) below, the Company shall not, not (and shall procure each ensure that no other member of the Group not to, will) create or permit to subsist any Security over any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedits assets. (b) Paragraph Subject to paragraph (c) below, the Company shall not (and shall ensure that no other member of the Group will): (i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by any other member of the Group; (ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms; (iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iv) enter into any other preferential arrangement intended to have and having substantially the same commercial effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. (c) Paragraphs (a) and (b) above does do not apply to any Security listed belowto: (i) any Security arising netting or already arisen automatically set-off or lien arrangement (including, but not limited to, cash pooling arrangements), entered into by operation any member of law, or the Group in the ordinary course of its banking arrangements for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedingsthe purpose of netting debit and credit balances; (ii) any Security existing on any property or asset prior to lien arising by operation of law and in the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not in contemplation ordinary course of such acquisitiontrading; (iii) any cash management, netting or set-off arrangement or combination of accounts arising lien created by a Subsidiary in favour of any a bank or financial institution as a result in the ordinary course of the day-to-day operation its banking arrangements pursuant to standard banking terms of banking arrangementsbusiness; (iv) any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement if: I. the Security was not created in contemplation of the acquisition of that asset by a member of the Group; II. the principal amount secured has not been increased in contemplation of or since the acquisition of that asset by a member of the Group; and III. the Security is removed or discharged within three Months of the date of acquisition of such asset; (v) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, if: I. the Security was not created in contemplation of the acquisition of that company; II. the principal amount secured has not increased in contemplation of or since the acquisition of that company; and III. the Security is removed or discharged within three Months of that company becoming a member of the Group; (vi) any Security created with the prior written consent of the Lender and the Guarantor; (vii) any Security over goods and documents of title to goods arising under any retention of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof in the ordinary course of business; and (v) any easement, right-of-way, zoning and similar restriction and other similar charge or encumbrance not interfering with letter of credit transactions entered into in the ordinary course of business trading; or (viii) any Security securing indebtedness and/or any sale and leaseback involving an asset or assets the principal amount of which (when aggregated with the principal amount of any other indebtedness which has the benefit of Security and/or any sale and leaseback involving an Obligor asset or assets other than any of permitted under paragraphs (i) to (vii) above) does not exceed £25,000,000 (or its Subsidiariesequivalent in another currency or currencies) outstanding at any time.

Negative Pledge. (a) Each No Obligor shall not, (and each Obligor shall procure each member ensure that none of the Group not to, its Subsidiaries will) create or permit to subsist any Security over any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedits assets. (b) Paragraph No Obligor shall (and each Obligors shall ensure that no of its Subsidiaries will): (i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group; (ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms other than to the German Borrower and where such transaction is not otherwise prohibited by this Agreement; (iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. (c) Paragraphs (a) and (b) above does do not apply to any Security listed belowto: (i) any Security arising or already arisen automatically listed in Schedule 7 (Existing Security) (including any Security which has been Refinanced provided that the assets subject to such Security have not materially changed in any way) except to the extent the principal amount secured by operation of law, or for taxes, assessments or governmental charges which is promptly discharged or disputed that Security exceeds the amount stated in good faith by appropriate proceedingsthat Schedule; (ii) any Security existing on any property netting or asset prior to the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments set-off arrangement entered into prior to by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and not in contemplation of such acquisitioncredit balances; (iii) any cash management, netting or set-off arrangement or combination Security entered into in the ordinary course of accounts arising in favour of any bank or financial institution as a result of the day-to-day operation of banking arrangementsbusiness under customary general business conditions; (iv) any Security lien arising under any retention by operation of title, title transfer, hire purchase law or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof regulatory requirement and in the ordinary course of business; andbusiness and not as a result of a default howsoever described; (v) any easementSecurity arising by operation of law in favour of any government, right-state or local authority in respect of Taxes which are either (a) not yet due and unpaid or (b) being contested in good faith by appropriate proceedings and for which adequate reserves have been made; (vi) any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement if: (1) the Security was not created in contemplation of the acquisition of that asset by a member of the Group; and (2) the principal amount secured has not been increased in contemplation of-way, zoning and similar restriction and other similar charge or encumbrance since the acquisition of that asset by a member of the Group; (vii) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, if: (1) the Security was not interfering with created in contemplation of the acquisition of that company; and (2) the principal amount secured has not increased in contemplation of or since the acquisition of that company; (viii) the Transaction Security; (ix) any Security which has been approved in writing by the Majority Lenders; (x) any Security incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of an Obligor social security, including any Security securing letters of credit issued in the ordinary course of business in accordance with past practice; (xi) any Security over assets of the Norwegian Borrower 2 acquired with Financial Indebtedness permitted under paragraph (k) of the definition of Permitted Financial Indebtedness provided that such Security is removed upon the full discharge of the relevant Permitted Financial Indebtedness incurred to finance the payment of the purchase price for such asset; or (xii) any Security securing indebtedness the principal amount of which (when aggregated with the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group other than any permitted under paragraphs (i) to (ix) above) does not exceed EUR 5,000,000 its equivalent in another currency or any of its Subsidiariescurrencies).

Negative Pledge. (a) Each Obligor shall not, and shall procure each member Until such time as all of the Group payment Obligations of the Borrower have been Performed in full, Borrower agrees not toto pledge, create encumber or assign (either collaterally or outright) (or permit such pledge, encumbrance or assignment) to subsist any Security over Person or grant to any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof Person (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby permit the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so secured. (b) Paragraph (a) above does not apply granting to any Security listed below: Person) of a lien on or a security interest in (i) any Security arising developer or already arisen automatically by operation declarant's rights under the Timeshare Declaration other than in favor of lawLender (unless an intercreditor agreement, in form and substance reasonably satisfactory to Lender and such other lender, is executed, addressing such developer or for taxesdeclarant's rights), assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedings; (ii) any Security existing on any property contracts, licenses, permits, plans or asset prior to other intangibles used in connection with the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to Property, the marketing and not in contemplation sale of such acquisition; Timeshare Inventory and/or the management and/or operations of the Property, (iii) the Reservation System (except that a non-exclusive license to use the Reservation System granted to any cash managementPerson, netting including Lender, shall not be deemed a pledge, encumbrance or set-off arrangement assignment (either collaterally or combination outright) or the granting of accounts arising a lien or security interest in favour violation of any bank or financial institution as a result of the day-to-day operation of banking arrangements; this subsection 6.2(e)), (iv) any Security arising under property management agreements in any retention of titleway relating to the Property, title transferincluding, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof in without limitation, the ordinary course of business; and Timeshare Management Agreement, and all replacements and substitutions thereof, (v) any easementsales or marketing agreements in effect from time to time concerning the sale and marketing of Timeshare Inventory at the Property, right-of-way(vi) any other agreements now or hereafter in existence related to the development or operation of a timeshare project at the Property, zoning including management, marketing, maintenance and similar restriction service contracts, (vii) any intangibles, licenses and other similar charge permits with respect to the Property; or encumbrance (viii) any right to vote on matters with respect to which owners of Timeshare Inventory may vote, and Borrower shall not interfering with grant any proxy rights in that regard. The aforementioned negative pledge shall be included within the ordinary course of business of an Obligor or any of its Subsidiaries.financing statements that are filed and recorded against Borrower. 6284.345.1224403.10 39 4/16/2018 

Negative Pledge. (aA) Each No Obligor shall not, (and the Borrower shall procure each ensure that no other member of the Group not to, will) create or permit to subsist any Security over any of its assets. (B) No Obligor shall (and the Borrower shall ensure that no other member of the Group will): (1) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group’s assets ; (2) sell, transfer or otherwise dispose of any of its receivables on recourse terms; (3) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to secure a combination of accounts; or (4) enter into any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) withoutother preferential arrangement having a similar effect, in any such case, making effective provision whereby circumstances where the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or by such other Security as shall have been approved by of financing the Lender, for so long as such Financial Indebtedness will be so securedacquisition of an asset. (bC) Paragraph (aClause 19.3(A) above does and Clause 19.3(B) do not apply to any Security or (as the case may be) Quasi-Security, listed below: (i1) any Security arising or already arisen automatically by operation of law, or for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedingscash collateral arrangements securing ancillary banking services; (ii2) any Security existing on any property or asset prior to the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not in contemplation of such acquisition; (iii) any cash management, netting or set-off arrangement or combination of accounts arising in favour of entered into by any bank or financial institution as a result member of the day-to-day operation of banking arrangements; (iv) any Security arising under any retention of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof Group in the ordinary course of business; andits banking arrangements for the purpose of netting debit and credit balances of members of the Group but only so long as (i) such arrangement does not permit credit balances of Obligors to be netted or set off against debit balances of members of the Group which are not Obligors and (ii) such arrangement does not give rise to other Security over the assets of Obligors in support of liabilities of members of the Group which are not Obligors; (v3) any easementpayment or close out netting or set-off arrangement pursuant to any derivative transaction or foreign exchange transaction entered into by a member of the Group which is permitted under Clause 19.5 (Financial Indebtedness), rightexcluding any Security or Quasi-ofSecurity under a credit support arrangement; (4) any Security or Quasi-waySecurity existing on the date of this Agreement which is approved by the Agent in writing and Security or Quasi-Security arising under the Finance Documents; (5) any Security or Quasi-Security for taxes, zoning fees, assessments or other government charges or levies, either not delinquent or being contested in good faith and similar restriction for which any Obligor maintains adequate reserves on its books; (6) purchase money Security or Quasi-Security on (i) Equipment acquired or held by any Obligor incurred for financing the acquisition of the Equipment securing no more than £50,000 in aggregate amount outstanding, or (ii) existing on Equipment when acquired, if the Security or Quasi-Security is confined to the property and other similar charge improvements and the proceeds of the Equipment; (7) any leases or encumbrance not interfering with sub-leases and non-exclusive licences or sub-licences granted in the ordinary course of business any Obligor’s business, if the leases, sub-leases, licences and sub-licences permit granting the Security Agent Security or Quasi-Security; (8) any Security created pursuant to a charge over deposit dated 10 July 2020 between Silicon Valley Bank and the Borrower; (9) any Security or Quasi-Security incurred in the extension, renewal or refinancing of an Obligor the indebtedness secured by any Security or Quasi-Security in paragraphs (1) to (7) above, provided that any extension, renewal or replacement Security or Quasi-Security shall be limited to the property encumbered by the existing Security or Quasi-Security and the principal amount of its Subsidiariessuch indebtedness shall not increase; or (10) any lien arising by operation of law and in the ordinary course of trading; (11) any Security or Quasi-Security granted with the prior written consent of the Agent.

Negative Pledge. (a) Each Obligor shall not, and the Company shall procure each member of the that no Group not toCompany will, create or permit to subsist any Security over all or any of the Group’s its assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedof Borrowings. (b) Paragraph (a) above does not apply to any Security listed belowto: (i) any Security arising created or already arisen automatically by operation subsisting with the prior written consent of law, or for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedingsthe Majority Lenders; (ii) any Security existing on any property lien or asset prior to rights of set-off arising by operation of law or in the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not in contemplation ordinary course of such acquisitionbusiness; (iii) any cash managementSecurity over any assets of a Group Company existing at the time that company becomes a Group Company provided that: Back to Contents (A) the company is not a Group Company at the date of this Agreement; (B) the Security is not created in contemplation of that company becoming a Group Company; (C) the Security remains confined to the 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, netting or setsuch Security shall not fall within this sub-off arrangement or combination of accounts arising in favour of any bank or financial institution as a result of the day-to-day operation of banking arrangementsparagraph (iii); (iv) any Security arising under pursuant to a Cash-backed Borrowing; (v) any retention Security referred to in paragraph (a)(ii) of titlethe definition of "Project Borrowing" in Clause 1.1 (Definitions) or any Security over the assets of a Project Borrower created by such Project Borrower, provided that this paragraph (v) shall not permit any Security to be created by or subsist over all or any of the assets of the Company; (vi) 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; (vii) any netting or set-off arrangement entered into by any Group Company in connection with any Borrowing specified in paragraph (e) of the definition thereof, in connection with the netting of transactions across a single master agreement (or any equivalent) and the close-out or termination of any transaction thereunder, but excluding for the avoidance of doubt the granting of any collateral or credit or cash support in relation thereto; (viii) any Security over or affecting any asset acquired by a Group Company after the date of this Agreement provided that: (A) the Security was not created in contemplation of the acquisition of that asset by a Group Company; and (B) 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 (vii); (ix) any title transfer, hire purchase or conditional sale or retention of title arrangement or arrangements having similar effect in respect of goods supplied to entered into by any Obligor or any Subsidiary thereof Group Company in the ordinary course of business; and; (vx) any easement, right-of-way, zoning and similar restriction and other similar charge or encumbrance not interfering with the ordinary course of business of an Obligor Security created by SNT Group NV or any of its Subsidiaries; (xi) any Security (a "substitute Security") which replaces any other Security permitted under sub-paragraphs (i) to (viii) (inclusive) above (an "existing Security") to the 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 Back to Contents prior to the time of such substitute Security being created or arising and (2) such substitute Security does not extend to cover assets not previously subject to that existing Security; or (xii) any other Security created or outstanding, but only if the aggregate principal amount of Borrowings secured by all Security created or outstanding under this exception on or over any assets of any member of the Group, when taken together with the aggregate principal amount of unsecured Borrowings pursuant to Clause 21.7(l) (Subsidiary Borrowings) does not at any time exceed euro 2,600,000,000. (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)(xii) above; and (ii) the amount of the aggregate Borrowings falling within Paragraph (l) of Clause 21.7 (Subsidiary Borrowings), as at the date of the Facility Agent’s request.

Negative Pledge. (a) Each No Obligor shall not, (and the Parent shall procure each ensure that no other member of the Group not toGroup, other than a Project Finance Subsidiary, will) create or permit to subsist any Security over any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedits assets. (b) Paragraph No Obligor shall (and the Parent shall ensure that no other member of the Group, other than a Project Finance Subsidiary, will): (i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group; (ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms; (iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. (c) Paragraphs (a) and (b) above does do not apply to any Security listed belowto: (i) any Security arising netting or already arisen automatically set-off arrangement entered into by operation any member of law, or the Group in the ordinary course of its banking arrangements for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedingsthe purpose of netting debit and credit balances; (ii) any Security existing on security for costs provided by any property member of the Group in order to enable it to continue with court proceedings which are being brought by it or asset prior to the acquisition thereof being defended by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not it in contemplation of such acquisitiongood faith; (iii) any cash management, netting or set-off retention of title arrangement or combination of accounts arising in favour of entered into by any bank or financial institution as a result member of the day-to-day operation Group in the normal course of banking arrangementsits trading activities on the counterparty’s standard or usual terms; (iv) any Security security arising under any retention by operation of title, title transfer, hire purchase law or conditional sale arrangement or arrangements having similar effect in respect which is otherwise incidental to the normal conduct of goods supplied to any Obligor the business of the Parent or any Subsidiary thereof other member of the Group, including security arising by operation of law over any vessels owned by a Group member in the ordinary course of business; andbusiness where the underlying claim, in each case, is not more than 60 days overdue; (v) any easementsecurity created or outstanding with the prior written consent of the Majority Banks or created or outstanding pursuant to the terms of the Finance Documents; (vi) any security for Taxes either not yet assessed or, rightif assessed, not yet due or payable or which are contested; (vii) any security in the form of pre-of-wayemption rights in respect of the shares in any Notional JV Company, zoning and similar restriction Joint Venture or any other person who is not a member of the Group; (viii) any security in favour of the Government of the Republic of Brazil over land, buildings and other similar charge assets in Brazil the value of which does not, in aggregate at any time, exceed US$1,000,000 (or encumbrance not interfering with its equivalent); (ix) any security created in the ordinary course of business over or in respect of an Obligor motor vehicles, computers and other usual office equipment the value of which does not, in aggregate at any time, exceed US$2,000,000 (or its equivalent); (x) any security created by Class 3 Shipping Limited in favour of Sembawang Shipyard Pte Ltd pursuant to a deed of assignment and charge dated 12 January 2010 where the conditions for release of such security contained in that deed have not been satisfied; (xi) any security over or affecting any asset acquired by a member of the Group after the date of this Agreement if: (A) the security was not created in contemplation of the acquisition of that asset by a member of the Group; (B) the principal amount secured has not been increased in contemplation of, or since the acquisition of, that asset by a member of the Group; and (iii) that security is removed or discharged within 6 months of the date of acquisition of such asset; (xii) any security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the security is created prior to the date on which that company becomes a member of the Group, 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 6 months of that company becoming a member of the Group; and (xiii) in addition to any security subsisting pursuant to paragraphs (i) to (xii) above any other security, provided that the aggregate amount secured by all such security falling within this paragraph (xiii) does not at any time exceed US$20,000,000 (or its Subsidiariesequivalent).

Negative Pledge. (a) Each Obligor shall not, and the Company shall procure each member of the that no Group not toCompany will, create or permit to subsist any Security over all or any of the Group’s its assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedof Borrowings. (b) Paragraph (a) above does not apply to any Security listed belowto: (i) any Security arising created or already arisen automatically by operation subsisting with the prior written consent of law, or for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedingsthe Majority Lenders; (ii) any Security existing on any property lien or asset prior to rights of set-off arising by operation of law or in the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not in contemplation ordinary course of such acquisitionbusiness; (iii) any cash managementSecurity over any assets of a Group Company existing 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; (B) the Security is not created in contemplation of that company becoming a Group Company; (C) the Security remains confined to the 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, netting or setsuch Security shall not fall within this sub-off arrangement or combination of accounts arising in favour of any bank or financial institution as a result of the day-to-day operation of banking arrangementsparagraph (iii); (iv) any Security arising under pursuant to a Cash-backed Borrowing; (v) any retention Security referred to in paragraph (a)(ii) of titlethe definition of “Project Borrowing” in Clause 1.1 (Definitions) or any Security over the assets of a Project Borrower created by such Project Borrower, provided that this paragraph (v) shall not permit any Security to be created by or subsist over all or any of the assets of the Company; (vi) 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; (vii) any netting or set-off arrangement entered into by any Group Company in connection with any Borrowing specified in paragraph (e) of the definition thereof, in connection with the netting of transactions across a single master agreement (or any equivalent) and the close-out or termination of any transaction thereunder, but excluding for the avoidance of doubt the granting of any collateral or credit or cash support in relation thereto; (viii) any Security over or affecting any asset acquired by a Group Company after the date of this Agreement provided that: (A) the Security was not created in contemplation of the acquisition of that asset by a Group Company; and (B) 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 (vii); (ix) any title transfer, hire purchase or conditional sale or retention of title arrangement or arrangements having similar effect in respect of goods supplied to entered into by any Obligor or any Subsidiary thereof Group Company in the ordinary course of business; and; (vx) any easement, right-of-way, zoning and similar restriction and other similar charge or encumbrance not interfering with the ordinary course of business of an Obligor Security created by SNT Group NV or any of its Subsidiaries; (xi) any Security (a “substitute Security”) which replaces any other Security permitted under sub-paragraphs (i) to (viii) (inclusive) above (an “existing Security”) to the 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 such substitute Security being created or arising and (2) such substitute Security does not extend to cover assets not previously subject to that existing Security; or (xii) any other Security created or outstanding, but only if the aggregate principal amount of Borrowings secured by all Security created or outstanding under this exception on or over any assets of any member of the Group, when taken together with the aggregate principal amount of unsecured Borrowings pursuant to Clause 21.7(l) below (Subsidiary Borrowings) does not at any time exceed euro 2,600,000,000. (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)(xii) above; and (ii) the amount of the aggregate Borrowings falling within Paragraph (l) of Clause 21.7 (Subsidiary Borrowings), as at the date of the Facility Agent’s request.

Negative Pledge. The Borrower covenants that unless the Majority Lender gives prior written consent, it will not do any of the acts listed in the following items on and after the execution date of this Agreement, up until all of the obligations of the Borrower owed to the Lenders and the Agent under this Agreement are satisfied: (1) Except for the following cases, offer, or cause the Affiliate to offer, any security (excluding any lien, possessory lien or other security provided for in Laws and Regulations) to secure any obligation other than the obligations under this Agreement without obtaining consent thereto from the Majority Lender: (a) Each Obligor shall not, and shall procure each member of the Group not to, create or permit to subsist any Security over any of the Group’s The Borrower newly acquires assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall on which security interests have already been approved by the Lender, for so long as such Financial Indebtedness will be so secured.created; (b) Paragraph With regard to loans obtained for the purpose of acquiring assets (aincluding loans with regard to the refinancing thereof) above does not apply to any Security listed belowand finance lease (including capital lease), the Borrower offers such assets as security: (ic) any Security arising or already arisen automatically by operation Such offer of law, or for taxes, assessments or governmental charges which security is promptly discharged or disputed in good faith by appropriate proceedingsrequired under Laws and Regulations; (iid) Upon raising a fund by the method of securitization of assets or sale and leaseback (or similar) arrangements, the Borrower offers any Security existing on any property or asset prior security to the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not in contemplation of such acquisitionextent necessary; (iiie) Upon performing a foreign exchange transaction related to exports and imports, the Borrower offers any cash managementsecurity on the freight and the ▇▇▇▇ of lading (including other documents certifying shipping contracts and insurance documents) relating to such exports and imports; (f) In a project finance initiative in which the Borrower participates as an investor, a holder of subordinated loan claims or other sponsor, the Borrower offers any security on its equity of contributions to the project company (including the shares issued by the project company), subordinated loan claims and other claims for other providers of the finance; (g) Any netting or set-off arrangement or combination of accounts arising in favour of any bank or financial institution as a result of entered into by the day-to-day operation of banking arrangements; (iv) any Security arising under any retention of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof Borrower in the ordinary course of businessits banking arrangements for the purposes of netting debit and credit balances in connection with its cash pooling facilities; and (vh) Any payment or close out netting or set-off arrangement pursuant to derivative transaction entered into by the Borrower in connection with protection against or benefit from fluctuation in any easementrate or price; and (i) Any other security securing obligations in an aggregate amount not to exceed 1 billion yen. (2) Offer, right-of-wayor cause the Affiliate to offer, zoning and similar restriction and other similar charge or encumbrance not interfering with any security to secure the ordinary course obligations under this Agreement for part of business of an Obligor or any of its Subsidiariesthe Lenders.

Negative Pledge. (a) Each Obligor The Borrowers shall not, and shall procure each member of the Group not to, create or permit to subsist any Security over the Vessels or any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedtheir assets. (b) Paragraph No Borrower shall: (i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by any Obligor; (ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms; (iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. (c) Paragraphs (a) and (b) above does do not apply to any Security listed below: (i) any Security arising netting or already arisen automatically set-off arrangement entered into by operation any Obligor in the ordinary course of lawits banking arrangements for the purpose of netting debit and credit balances, or for taxes, assessments or governmental charges which is promptly discharged or disputed hereunder any rights of pledge and set-off in good faith relation to a cash pool arrangement approved by appropriate proceedings;the Agent (on behalf of the Finance Parties and the Hedging Banks); Table of Contents (ii) any Security existing on any property or asset prior to lien arising by operation of law and in the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to ordinary course of trading and securing obligations not in contemplation of such acquisitionmore than thirty (30) days overdue; (iii) any cash management, netting or set-off arrangement or combination of accounts arising in favour of Security entered into pursuant to any bank or financial institution as a result of the day-to-day operation of banking arrangementsFinance Document; (iv) any Security cash collateral from an Obligor to any Hedging Bank as security (for its own account) for any swap transaction to be entered to between that Hedging Bank and an Obligor, and any cash collateral so placed by an Obligor with a Hedging Bank shall be released, discharged and (if required) deregistered immediately after evidence of registration of the Mortgages on all of the Vessels; (v) arising under any retention of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof a Borrower in the ordinary course of business; andtrading on arm's length terms and on the supplier's standard and usual terms; (vvi) Security consented to in writing by the Agent (on behalf of the Finance Parties); or (vii) any easement, rightSecurity or quasi-of-way, zoning Security over bank accounts arising under the general terms and similar restriction and other similar charge or encumbrance not interfering with conditions (algemene bankvoorwaarden) of any member of the ordinary course of business of an Obligor or any of its SubsidiariesDutch Bankers' Association (Nederlandse Vereniging ▇▇▇ ▇▇▇▇▇▇).

Negative Pledge. (a) Each 21.3.1 No Obligor shall not, (and the Company shall procure each ensure that no other member of the Group not to, will) create or permit to subsist any Security over any of its assets. 21.3.2 No Obligor shall (and the Company shall ensure that no other member of the Group will): (i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group’s assets ; (ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms; (iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to secure a combination of accounts; or (iv) enter into any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) withoutother preferential arrangement having a similar effect, in any such case, making effective provision whereby circumstances where the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or by such other Security as shall have been approved by of financing the Lender, for so long as such Financial Indebtedness will be so securedacquisition of an asset. (b) Paragraph (a) 21.3.3 Paragraphs 21.3.1 and 21.3.2 above does do not apply to any Security listed belowto: (i) any Security arising listed in Schedule 7 (Existing Security) except to the extent the principal amount secured by that Security is increased beyond the amount stated in that Schedule, it being agreed that any such increase shall be permitted to the extent that it falls in the basket set out in sub paragraph (vii)(A) or already arisen automatically by operation (B) of law, or for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedingsthis Clause (as the case may be); (ii) any Security existing on any property netting or asset prior to the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments set-off arrangement entered into prior to by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and not in contemplation of such acquisitioncredit balances; (iii) any cash management, netting or set-off arrangement or combination of accounts lien arising in favour of any bank or financial institution as a result of the day-to-day by operation of banking arrangementslaw and in the ordinary course of trading; (iv) any Security arising or Quasi-Security securing indebtedness permitted under paragraph 21.12.2, to the extent such Security or Quasi-Security is discharged within the date falling six months after the date of the relevant acquisition provided that if it is not so discharged it shall be permitted to the extent it falls within the basket set out in sub-paragraph (vii) below; (v) any retention of title, title transfer, hire purchase Security or conditional sale arrangement Quasi-Security in connection with deposits to landlords for lease rentals or arrangements having similar effect in respect of goods supplied to any Obligor tax or any Subsidiary thereof customs and excise authority, utility company or car leasing company, in each case granted in the ordinary course of business; andthe business of the relevant member of the Group; (vvi) any easementcash collateral granted in relation to the issue of a Bank Guarantee up to an amount equal to €15,000,000 in the aggregate at any time (without double counting any liability of the Borrower under such Bank Guarantee); or (vii) any other Security or Quasi-Security not referred to in sub-paragraph (i) to (vi) above securing indebtedness permitted under Clause 21.12 (Indebtedness for Borrowed Money) the principal amount of which (A) in the case of the Obligors does not in aggregate exceed 5 per cent of the Consolidated Total Assets or (B) in the case of any other member of the Group does not in aggregate exceed twenty per cent of the Consolidated Equity of the Group, right-of-way, zoning and similar restriction and other similar charge in each case as determined at the end of any Relevant Period by reference to the Consolidated Financial Statements or encumbrance not interfering with the ordinary course Consolidated Quarterly Financial Statements (as the case may be) in respect of business of an Obligor or any of its Subsidiariessuch Relevant Period.

Negative Pledge. (a) Each No Obligor shall not, (and the Parent shall procure each ensure that no other member of the Group not to, will) create or permit to subsist any Security over any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedits assets. (b) Paragraph No Obligor shall (and the Parent shall ensure that no other member of the Group will): (i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group; (ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms; (iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. (c) Paragraphs (a) and (b) above does do not apply to any Security listed belowto: (i) any Security arising netting or already arisen automatically set-off arrangement entered into by operation any member of law, the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances (including pursuant to cash pooling arrangements) or for taxes, assessments the netting or governmental charges which is promptly discharged set-off of payments under any derivative transaction documented on market standard terms using an ISDA Master Agreement and entered into in the ordinary course of business of the relevant member of the Group in connection with the protection against or disputed benefit from the fluctuation in good faith by appropriate proceedingsany rate or price; (ii) any Security existing on any property or asset prior to lien arising by operation of law and in the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not in contemplation ordinary course of such acquisitionbusiness; (iii) any cash management, netting Security over or setaffecting (or transaction (“Quasi-off arrangement or combination of accounts arising Security”) described in favour of paragraph (b) affecting) any bank or financial institution as asset acquired by a result member of the dayGroup concluded after the date of this Agreement if: (A) the Security or Quasi-toSecurity was not created in contemplation of the acquisition of that asset by a member of the Group; (B) the principal amount secured has not been increased in contemplation of or since the acquisition of that asset by a member of the Group; and (C) the Security or Quasi-day operation Security is removed or discharged within six months of banking arrangementsthe date of acquisition of such asset; (iv) any Security arising under or Quasi-Security over or affecting any retention asset of titleany company which becomes a Subsidiary of the Company after the date of this Agreement or a Subsidiary of the Parent after the Parent Newco Accession Date, title transferwhere the Security or Quasi-Security is created prior to the date on which that company becomes a Subsidiary of the Company or a Subsidiary of the Parent (as the case may be), hire purchase if: (A) the Security or conditional sale arrangement Quasi-Security was not created in contemplation of the acquisition of that company; (B) the principal amount secured has not increased in contemplation of or arrangements having similar effect in respect since the acquisition of goods supplied to any Obligor or any Subsidiary thereof in the ordinary course of businessthat company; and (C) the Security or Quasi-Security is removed or discharged within six months of that company becoming a Subsidiary of the Company or a Subsidiary of the Parent (as the case may be); (v) any easement, right-of-way, zoning and similar restriction and other similar charge Security created or encumbrance not interfering with arising in the ordinary course of business of the relevant member of the Group which is specified below: (A) title transfer or retention arrangements provided for under the terms and conditions applicable to stock supplies made to the relevant member of the Group in the ordinary course of trading; (B) Security over or affecting any assets of any member of the Group incorporated in any state of the United States of America where the Security is created for the purpose of securing the payment of any taxes of such Subsidiary which are not yet due and payable or which are being contested in good faith and by appropriate proceedings diligently prosecuted provided that adequate reserves with respect thereto are maintained in the accounts of such Subsidiary in accordance with generally accepted accounting principles in the United States of America, unless and until any lien resulting therefrom attaches to its property and becomes enforceable against its other creditors; (C) carriers’, warehousemen’s, mechanics’, materialmens’, repairmens’ or other liens arising in the ordinary course of business of any member of the Group which are not overdue for a period of more than 90 days or which are being contested in good faith by appropriate proceedings diligently prosecuted; (D) subordinations of leaseholders’ interests in retail property to the interest of mortgagees of the fee interests therein in the ordinary course of business of any member of the Group incorporated in any state of the United States of America; (E) pledges or deposits by any member of the Group incorporated in any state of the United States of America where the pledges or deposits are created for the purpose of securing the payment of any workmen’s compensation, unemployment insurances, social security or other similar public or statutory payment which that member of the Group is required to make pursuant to the federal, or as the case may be state or municipal, laws of the United States; (F) Security over rental or other deposits made in the ordinary course of business of any member of the Group aggregating together not more than $2,000,000 (or the equivalent thereof); or (vi) any Security securing indebtedness, obligations and/or liabilities of members of the Group not permitted under paragraphs (i) to (v) above up to an Obligor aggregate principal amount at any time of such indebtedness, obligations and/or liabilities not exceeding $125,000,000 (or any of its Subsidiariesequivalent in other currencies).

Negative Pledge. (a) Each Obligor The Borrower shall not, not (and the Borrower shall procure each ensure that no other member of the Group not to, will) create or permit to subsist any Security over any of its assets. For the purposes of this Article 7.02, the term Security shall also include any arrangement or transaction on assets or receivables or money (such as the sale, transfer or other disposal of assets on terms whereby they are or may be leased to or re-acquired by a Borrower or any other member of the Group’s assets to secure , the sale, transfer or otherwise dispose of any Financial Indebtedness of the Obligors receivables on recourse terms or any Subsidiary thereof (arrangement under which money or the benefit of a bank account or other account may be applied or set-off or any guarantees preferential arrangement having a similar effect) in circumstances where the arrangement or indemnity in respect thereof) without, in any such case, making effective provision whereby transaction is entered into primarily as a method of raising credit or of financing the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedacquisition of an asset. (b) Paragraph (a) above does not apply to any Security Security, listed below: (i) any Security arising or already arisen automatically by operation of law, or for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedings;NOT USED (ii) any Security existing on any property netting or asset prior to the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments set-off arrangement entered into prior to by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and not in contemplation of such acquisitioncredit balances; (iii) any cash management, payment or close out netting or set-off arrangement or combination of accounts arising in favour of pursuant to any bank or financial institution as hedging transaction entered into by a result member of the dayGroup for the purpose of: (A) hedging any risk to which any member of the Group is exposed in its ordinary course of trading; or (B) its interest rate or currency management operations which are carried out in the ordinary course of business and for non-to-day operation of banking arrangementsspeculative purposes only, excluding, in each case, any Security under a credit support arrangement in relation to a hedging transaction; (iv) any lien arising by operation of law and in the ordinary course of trading; (v) any Security over or affecting any asset acquired by a member of the Group after the date of this Contract if: (A) the Security was not created in contemplation of the acquisition of that asset by a member of the Group; (B) the principal amount secured has not been increased in contemplation of or since the acquisition of that asset by a member of the Group; and (C) the Security is removed or discharged within 3 months of the date of acquisition of such asset; (vi) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Contract, where the Security is created prior to the date on which that company becomes a member of the Group, 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 3 months of that company becoming a member of the Group; (vii) any Security entered into pursuant to this Contract or the Security Documents; (viii) any Security arising under any retention of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof a member of the Group in the ordinary course of businesstrading and on the supplier’s standard or usual terms and not arising as a result of any default or omission by any member of the Group; (ix) any Security arising as a consequence of any finance or capital lease permitted pursuant to paragraph (c) of the definition of Permitted Indebtedness; and (vx) any easement, right-of-way, zoning and similar restriction and other similar charge or encumbrance not interfering Security securing indebtedness the principal amount of which (when aggregated with the ordinary course principal amount of business any other indebtedness which has the benefit of an Obligor Security given by any member of the Group other than any permitted under paragraphs (i) to (ix) above) does not exceed EUR 200,000 (or any of its Subsidiariesequivalent in another currency or currencies).

Negative Pledge. (a) Each Obligor The Borrower shall not, and shall procure each member of the Group not to, create or permit to subsist any Security over any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedits assets. (b) Paragraph (a) above does not apply to any Security listed belowThe Borrower shall not: (i) sell, transfer or otherwise dispose of any Security arising of its assets on terms whereby they are or already arisen automatically may be leased to or re-acquired by operation the Borrower; (ii) sell, transfer or otherwise dispose of lawany of its receivables on recourse terms; (iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset (“Quasi-Security”). (c) Paragraphs (a) and (b) above do not apply to: (i) save in the case of the Disbursement Account referred to in Clause 5.5(b) (Limitations on Utilisations), any netting or set-off arrangement entered into by the Borrower in the ordinary course of its banking arrangements for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedingsthe purpose of netting debit and credit balances; (ii) any Security existing on any property or asset prior to lien arising by operation of law and in the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not in contemplation ordinary course of such acquisitiontrading; (iii) any cash management, netting Security or setQuasi-off arrangement Security entered into pursuant to or combination of accounts arising permitted under any Finance Document or any agreements in favour of connection with the Notes subject to the Intercreditor Agreement being entered into or pursuant to any bank Lease Agreement (as defined in the Term Sheet) entered into in compliance with the conditions set out under “Lessors and Lease Arrangements” in the Term Sheet or financial institution as a result of required by the day-to-day operation of banking arrangementsSubconcession Bank Guarantor in connection with the Subconcession Bank Facility subject to the Intercreditor Agreement being entered into or; (iv) any Security arising under pledge over its shares in Great Wonders in favour of the lenders to the Crown Macau Project and any retention subordination and/or assignment of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect shareholder loan to Great Wonders in respect favour of goods supplied the lenders to any Obligor or any Subsidiary thereof in the ordinary course of business; andCrown Macau Project; (v) any easement, rightpledge over its shares in Melco Hotels in favour of the holders of the Notes subject to granting a first priority pledge in favour of the Security Trustee and the Intercreditor Agreement being entered into; or (vi) any Security or Quasi-of-way, zoning and similar restriction and other similar charge or encumbrance not interfering Security securing indebtedness the principal amount of which (when aggregated with the ordinary course principal amount of business any other indebtedness which has the benefit of an Obligor Security or Quasi-Security other than any of permitted under paragraphs (i) to (v) above) does not exceed $5 million (or its Subsidiariesequivalent in another currency or currencies).

Negative Pledge. (a) Each Obligor The Borrower shall not, and shall procure each member of the Group not to, create or permit to subsist any Security over all or any part of the Group’s assets Charged Assets, or incur (or agree to secure incur) or have outstanding, any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedCharged Assets. (b) Paragraph The Borrower shall not: (ai) sell, lease, transfer or otherwise dispose of any of the Charged Assets on terms whereby they are or may be leased to or re-acquired by any of its Affiliates; (ii) sell, transfer or otherwise dispose of any of its receivables in respect of the Charged Assets on recourse terms; (iii) enter into any arrangement under which money or the benefit of a bank or other account in respect of the Charged Assets may be applied, set-off or made subject to a combination of accounts; or (iv) enter into any other preferential arrangement in respect of the Charged Assets having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. (c) Clause 21.4(a) and Clause 21.4(b) above does do not apply to any Security listed belowto: (i) any Security arising or already arisen automatically by operation of law, or for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedingscreated pursuant to any Finance Document; (ii) any Security existing on any property netting or asset prior to the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments set-off arrangement entered into prior to by the Borrower in the ordinary course of its banking arrangements for the purpose of netting debit and not in contemplation of such acquisitioncredit balances; (iii) any cash management, netting or set-off arrangement or combination of accounts lien arising in favour of any bank or financial institution as a result of the day-to-day by operation of banking arrangements;law and in the ordinary course of trading provided that the debt which is secured thereby is paid when due or contested in good faith by appropriate proceedings and properly provisioned; or (iv) any Security arising under any retention of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof in the ordinary course of business; and (v) any easement, right-of-way, zoning and similar restriction and other similar charge or encumbrance not interfering created with the ordinary course consent of business the Facility Agent (acting on the instructions of an Obligor or any of its Subsidiariesall the Lenders).

Negative Pledge. (a) Each Obligor The Borrower shall not, not (and shall procure each member of the that no other Group not to, Company shall) create or permit to subsist any Security over any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedits assets. (b) For the purposes of this Paragraph 23 (Negative pledge), the term Security shall also include any arrangement or transaction on assets or receivables or money (such as the sale, transfer or other disposal of assets on terms whereby they are or may be leased to or re-acquired by any Group Company, the sale, transfer or other disposal of any receivables on recourse terms or any arrangement under which money or the benefit of a bank account or other account may be applied or set off or any preferential arrangement having a similar effect) in circumstances where the arrangement or transaction is entered into primarily as a method of raising credit or of financing the acquisition of an asset. (c) Sub-paragraph (a) above does not apply to any Security Security, listed below: (i) any Security arising or already arisen automatically listed in Paragraph 4 (Security) of Schedule G (Representation and Warranties) except to the extent the principal amount secured by operation of law, or for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedingsthat Security exceeds the amount stated; (ii) any Security existing on any property netting or asset prior to the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments set-off arrangement entered into prior to by any Group Company in the ordinary course of its banking arrangements for the purpose of netting debit and not in contemplation of such acquisitioncredit balances; (iii) any cash management, payment or close out netting or set-off arrangement or combination of accounts arising pursuant to any Permitted Hedging, but excluding any Security under a credit support arrangement in favour of any bank or financial institution as relation to a result of the day-to-day operation of banking arrangementshedging transaction; (iv) any lien arising by operation of law and in the ordinary course of trading; (v) any Security arising under any retention of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof a Group Company in the ordinary course of businesstrading and on the supplier’s standard or usual terms and not arising as a result of any default or omission by any Group Company; (vi) any Security over or affecting any asset acquired by Group Company after the date of this Contract if: (1) the Security was not created in contemplation of the acquisition of that asset by a Group Company; (2) the principal amount secured has not been increased in contemplation of or since the acquisition of that asset by a Group Company; and (v3) the Security is removed or discharged within 3 (three) months of the date of acquisition of such asset; or (vii) any easementSecurity over or affecting any asset of any company which becomes a Group Company after the date of this Contract, right-of-waywhere the Security is created prior to the date on which that company becomes a Group Company, zoning and similar restriction and other similar charge if: (1) the Security was not created in contemplation of the acquisition of that company; (2) the principal amount secured has not increased in contemplation of or encumbrance not interfering with since the ordinary course acquisition of business that company; and (3) the Security is removed or discharged within 3 (three) months of an Obligor or any of its Subsidiariesthat company becoming a Group Company.

Negative Pledge. (a) Each Obligor No Borrower shall not, (and the Principal Company shall procure each ensure that no other member of the Core Group not to, will) create or permit to subsist any Security over any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedits assets. (b) Paragraph No Borrower shall (and the Principal Company shall ensure that no other member of the Core Group will): (i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by a Borrower or any other member of the Group; (ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms; (iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of financial statements; or (iv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. (c) Paragraphs (a) and (b) above does do not apply to any Security listed belowto: (i) any Security arising or already arisen automatically by operation granted pursuant to the terms of law, or for taxes, assessments or governmental charges which the Existing Facility prior to the date that the first Loan is promptly discharged or disputed in good faith by appropriate proceedingsmade under the Facility; (ii) any Security existing on any property or asset prior listed in Schedule 7 (Existing Security) except to the acquisition thereof extent the principal amount secured by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not that Security exceeds the amount as stated in contemplation that Schedule (or, if higher, the maximum amount of such acquisitionthe relevant facility as stated in that Schedule); (iii) any cash management, netting or set-off arrangement or combination of accounts arising in favour of entered into by any bank or financial institution as a result member of the day-to-day operation Group in the ordinary course of banking arrangementsits cash management arrangements for the purpose of netting debit and credit balances; (iv) any Security lien arising under any retention by operation of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof law and in the ordinary course of its business; and; (v) any easementsale of receivables on recourse terms or any Security constituted by any title transfer or retention of title or conditional sale arrangements, right-in each case which are entered into by any member of the Group in the normal course of its business; (vi) any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement if: (A) the Security was not created in contemplation of the acquisition of that asset by a member of the Group; (B) the principal amount (or, if higher, the maximum principal amount of the relevant facility) secured has not been increased in contemplation of-way, zoning or since the acquisition of that asset by a member of the Group; and (C) the Security is removed or discharged within six (6) Months of the date of acquisition of such asset if not otherwise permitted pursuant to this Clause 21.3; (vii) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, if: (A) the Security was not created in contemplation of the acquisition of that company; and (B) the principal amount (or, if higher, the maximum principal amount of the relevant facility) secured has not increased in contemplation of or since the acquisition of that company. (viii) any Security entered into pursuant to any Finance Document; (ix) any Security created in connection with the acquisition and similar restriction holding of shares by a person on behalf of a member of the Group which was created in order to secure Financial Indebtedness incurred by a member of Group to such person solely for the purpose of the acquisition of such shares by that member of the Group (opération de portage) provided that such Financial Indebtedness was entered into on an arm’s length basis and other similar the amount of such Financial Indebtedness does not exceed the balance sheet value of such shares; (x) any Security created in respect of any tax assessment or governmental charge or encumbrance not interfering claim provided that (i) the aggregate amount secured by such Security is less than two million euros (EUR 2,000,000) (or its equivalent in another currency or currencies), (ii) that such assessment, charge or claim is being contested in good faith, (iii) adequate reserves are being maintained for such assessment, charge or claim, (iv) payment in respect of such assessment, charge or claim can be lawfully withheld and (v) any such assessment, charge or claim which relates to an amount in excess of one million euros (EUR 1,000,000) (or its equivalent in another currency or currencies) has been notified to the Agent; (xi) any Security consented to in writing by the Majority Lenders; or (xii) any Security securing indebtedness the principal amount of which (when aggregated with the ordinary course principal amount of business any other indebtedness which has the benefit of an Obligor Security given by any member of the Group other than any permitted under paragraphs (i) to (xi) above) does not exceed fifteen million dollars ($15,000,000) (or any of its Subsidiariesequivalent in another currency or currencies).

Negative Pledge. (a) Each 24.3.1 No Obligor shall, and each Obligor shall not, and shall procure each no member of the Group not toshall, create or permit to subsist any Security over any of its assets. 24.3.2 No Obligor shall (and each Obligor shall procure that no member of the Group shall): (A) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group’s assets ; (B) sell, transfer or otherwise dispose of any of its receivables on recourse terms; (C) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to secure a combination of accounts; or (D) enter into any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) withoutother preferential arrangement having a similar effect, in any such case, making effective provision whereby circumstances where the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or by such other Security as shall have been approved by of financing the Lender, for so long as such Financial Indebtedness will be so securedacquisition of an asset. (b) Paragraph (a) 24.3.3 Clauses 24.3.1 and 24.3.2 above does do not apply to any Security listed belowto: (iA) the Security constituted by the Security Documents; (B) any Security netting or set-off arrangement entered into by an Obligor or a member of the Group: (1) in the ordinary course of its banking and trading arrangements for the purpose of netting debit and credit balances; (2) under any Hedging Agreement entered into in accordance with this Agreement; (C) any lien arising or already arisen automatically by operation of law, law and in the ordinary course of business which are not more than 30 days overdue or for taxes, assessments or governmental charges which is promptly discharged or disputed are being contested in good faith and by appropriate proceedings; (iiD) any Security existing on any property or asset prior over cash deposited as collateral in respect of abandonment obligations relating to the acquisition thereof by an Obligor whole or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not in contemplation part of such acquisitionany Borrowing Base Asset; (iiiE) any cash management, netting Security that arises under or set-off arrangement pursuant to a Project Document or combination of accounts arising any equivalent document relating to a Petroleum Asset which is not a Borrowing Base Asset which secures only amounts owing under that Project Document or equivalent document to another party thereto and does not secure Financial Indebtedness and which amounts are not more than 30 days overdue or which are being contested in favour of any bank or financial institution as a result of the day-to-day operation of banking arrangementsgood faith and by appropriate proceedings; (ivF) any Security arising consented to by the Majority Lenders; (G) Security imposed by any governmental authority for taxes, assessments, charges or levies not yet due or which are being contested in good faith and by appropriate proceedings; (H) pledges or deposits under any retention worker’s compensation, unemployment insurance and other social security or similar legislation; (I) deposits to secure the performance by a member of titlethe Group of bids, title transfertrade contracts (other than for borrowed money), hire purchase or conditional sale arrangement or arrangements having similar effect in respect leases, statutory obligations, surety, stay, appeal and indemnity bonds, performance bonds and other obligations of goods supplied to any Obligor or any Subsidiary thereof a like nature incurred in the ordinary course of business; andbusiness not exceeding *** redacted commercially sensitive term negotiated between the parties *** (or its equivalent in other currencies) in aggregate; (vJ) the deposit of up to *** redacted commercially sensitive term negotiated between the parties *** for a letter of credit dated 7 May 2008 and issued by Standard Bank Plc in favour of Occidental of Yemen (Block 75) LLC; (K) Security on assets of any easementcorporation or other entity which becomes a member of the Group after the date hereof, right-of-wayprovided that such Security was in existence at the time such corporation becomes a member of the Group and were not created in anticipation or contemplation thereof and provided that (i) the principal amount secured has not been increased in contemplation of or since the acquisition and (ii) such Security is discharged with *** redacted commercially sensitive term negotiated between the parties *** of the date of the acquisition; or (L) Security on the assets of any Obligor (not forming part of a Borrowing Base Asset and not any interest under a Project Document) which are not otherwise permitted above if the indebtedness, zoning and similar restriction and liabilities or other similar charge or encumbrance not interfering with obligations secured are incurred in the ordinary course of business and in any event the aggregate amount of an Obligor such indebtedness, liabilities or other obligations so incurred and secured by such Security are not, at any time, in the aggregate in excess of *** redacted commercially sensitive term negotiated between the parties *** (or its Subsidiariesequivalent in other currencies). 24.3.4 Notwithstanding Clause 24.3.3 above, any reference in any Finance Document to Security (other than Transaction Security) which is permitted thereunder is not intended to subordinate or postpone, and shall not be interpreted as subordinating or postponing, or as any agreement to subordinate or postpone, any Transaction Security to any other Security permitted thereunder.

Negative Pledge. (a) Each Except as provided below, no Obligor shall not(other than the Parent) may, and the Company shall procure each member of the that no Material Group not toMember or Security Provider (other than TTM International) will, create or permit allow to subsist exist any Security over Interest on any of the Group’s assets to secure any Financial Indebtedness of the Obligors its present or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedfuture assets. (b) Paragraph No Obligor (other than the Parent) may, and the Company shall procure that no Material Group Member or Security Provider (other than TTM International) will: (i) sell, transfer or otherwise dispose of any of its present or future assets on terms where it is or may be leased to or re-acquired or acquired by a member of the Material Group or any of its related entities; (ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms; (iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iv) enter into any other preferential arrangement having a similar effect, in circumstances where the transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset (present or future). (c) Paragraphs (a) above does and (b) do not apply to any Security listed belowto: (i) any Security arising or already arisen automatically Interest constituted by operation of law, or for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedingsthe Security Documents; (ii) any Security existing on any property Interest comprising a netting or asset prior to the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments set-off arrangement entered into prior to by a member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and not in contemplation of such acquisitioncredit balances; (iii) any cash management, netting or set-off arrangement or combination of accounts lien arising in favour of any bank or financial institution as a result of the day-to-day by operation of banking arrangementslaw and in the ordinary course of trading; (iv) any Security arising under any retention of titleInterest given, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any by an Obligor or any Subsidiary thereof member of the Group listed in Part 1 (Existing Security Interest) of Schedule 5 (Existing Security Interest, Loans and Guarantees), provided that the ordinary course of business; andprincipal amount secured is not increased from the amount stated in that Schedule; (v) any easementSecurity Interest on an asset, right-or an asset of any person, acquired by a member of the Group after the date of this Agreement but only to the extent that the principal amount secured by that Security Interest has not been incurred or increased in contemplation of-way, zoning or since, the acquisition; (vi) any Security Interest on an asset, or an asset of any person, acquired or to be acquired by a Borrower to secure indebtedness raised for the purpose of financing or refinancing the acquisition or development of that asset but only to the extent that the principal amount secured by that Security Interest does not exceed the cost of the acquisition or development; (vii) any Security Interest over cash collateral required to be provided under this Agreement; and (viii) any Security Interest created by a member of the Material Group to secure Financial Indebtedness under Onshore PRC Bank Borrowing not exceeding RMB500,000,000 in aggregate. (d) For the avoidance of doubt, any Security Interest constituted by the Security Documents may be shared between (i) the Finance Parties and similar restriction and other similar charge (ii) any party to a derivative transaction entered into with an Obligor in connection with this Agreement, protecting against or encumbrance not interfering with benefiting from fluctuations in any rate or price pursuant to the ordinary course of business terms of an Obligor or any of its Subsidiariesintercreditor agreement in form and substance satisfactory to the Security Trustee at such time.

Negative Pledge. (a) Each No Obligor shall notwill, and shall each Obligor will procure each member that none of the Group not toits Subsidiaries will, create or agree to create or permit to subsist any Security on or over any of the Group’s assets to secure any Financial Indebtedness of the Obligors whole or any Subsidiary thereof part of its undertaking or assets (present or future) except for: (a) any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations Security arising under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so secured.Documents; (b) Paragraph Security arising in respect of any Property Financing and which is non-recourse to the relevant member of the Group other than its shares in, or receivables owed by, the relevant Propco; (ac) above Security contemplated by the Approved Matters Memorandum; (d) any Security to which the Facility Agent (on the instructions of the Majority Lenders) shall have given prior written consent or which does not apply secure any outstanding actual or contingent obligation; (e) liens or trust relationships arising by operation of law or by contract to substantially the same effect and in the ordinary course of its trading activities and not as a result of any default or omission on the part of any member of the Group; (f) rights of set-off and retention of title arising by operation of law or by contract to substantially the same effect in the ordinary course of trading activities between any member of the Group and its respective suppliers or customers; (g) any Security, right of set-off or netting arising by operation of law or by contract to substantially the same effect by virtue of the provision to any member of the Group of clearing bank facilities or overdraft facilities permitted under this Agreement or as otherwise required by the relevant clearing bank under its standard terms and conditions for operation of the relevant accounts and including any cash pooling, net balance or balance transfer arrangements entered into by any member of the Group in respect of bank accounts of members of the Group in the ordinary course of its banking arrangements; (h) any Security listed belowover or affecting any asset acquired by any member of the Group on or after the date of this Agreement and subject to which such asset is acquired, provided that: (i) such Security was not created in contemplation of the acquisition of such asset by such member of the Group; (ii) the amount thereby secured has not been increased in contemplation of, or since the date of, the acquisition of such asset by the borrower; and (iii) such Security is released within 90 days of such acquisition; (i) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where such Security is created prior to the date on which such company becomes a member of the Group, provided that: (i) such Security was not created in contemplation of the acquisition of such company; (ii) the amount thereby secured has not been increased in contemplation of, or since the date of, the acquisition of such company; and (iii) such Security is released within 90 days of such acquisition; (j) any Security over an asset or investment acquired by a member of the Group securing Financial Indebtedness permitted under paragraph (b)(vi) and (vii) of Clause 24.14 (Financial Indebtedness) to be incurred to acquire that asset or investment provided that: (i) such Security remains confined to such asset or investment or the assets of the entity which is acquired and does not secure any other Financial Indebtedness; and (ii) the principal amount of such Financial Indebtedness is not increased after the date of such acquisition or investment, provided that the aggregate principal amount of all indebtedness secured by Security permitted under this paragraph (j) shall not exceed €25,000,000 (or its currency equivalent); (k) any Security arising pursuant to an order of attachment or already arisen injunction restraining disposal of assets or similar legal process arising in connection with court proceedings which are contested by any member of the Group in good faith by appropriate proceedings with a reasonable prospect of success; (l) any Security (except floating charges) arising under finance leases, hire purchase, conditional sale agreements or other agreements for the acquisition of assets on deferred payment terms permitted under Clause 24.26 (Leasing Arrangements) and only to the extent such Security is granted by the relevant member of the Group over assets comprised within or constituted by such arrangements; (m) any Security arising automatically by operation of law, law in favour of any Taxation or for taxesany government authority or organisation in respect of Taxes, assessments or governmental charges which is promptly discharged or disputed are being contested by the relevant member of the Group in good faith by appropriate proceedingsand with a reasonable prospect of success; (iin) any Security existing on over cash paid into an escrow account by any property third party or asset any member of the Group pursuant to any deposit or retention of purchase price arrangements entered into pursuant to any disposal or acquisition made by a member of the Group other than in the ordinary course of trading which is permitted pursuant to Clauses 24.17 (Acquisitions and Investments) or 24.19 (Disposals) or which was effected (and such Security was created) prior to the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not in contemplation date of such acquisitionthis Agreement; (iii) any cash management, netting or set-off arrangement or combination of accounts arising in favour of any bank or financial institution as a result of the day-to-day operation of banking arrangements; (ivo) any Security over goods and documents of title to goods arising under any retention in the ordinary course of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect letter of goods supplied to any Obligor or any Subsidiary thereof credit transactions entered into in the ordinary course of business; and (vp) any easement, right-of-way, zoning and similar restriction and other similar charge Security not otherwise permitted pursuant to paragraphs (a) to (o) above together securing indebtedness in an aggregate principal amount not exceeding €25,000,000 (or encumbrance not interfering with the ordinary course of business of an Obligor or any of its Subsidiariescurrency equivalent).

Negative Pledge. (a) Each No Obligor shall not, (and each Obligor shall procure each member ensure that none of the Group not to, its Subsidiaries will) create or permit to subsist any Security over any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedits assets. (b) Paragraph No Obligor shall (and each Obligor shall ensure that none of its Subsidiaries will): (i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group; (ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms; (iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. (c) Paragraphs (a) and (b) above does do not apply to any Security listed belowto: (i) any Security liens arising or already arisen automatically solely by operation of law, or for taxes, assessments or governmental charges which is promptly discharged or disputed law and in good faith by appropriate proceedingsthe ordinary course of trading; (ii) rights of set-off existing in the ordinary course of trading activities between any Security existing on any property member of the Group and its respective suppliers or asset prior to the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not in contemplation of such acquisitioncustomers; (iii) any cash management, netting or rights of set-off arrangement arising by operation of law or combination of accounts arising in favour of any bank or financial institution as a result by contract by virtue of the day-to-day operation provision to any member of banking arrangementsthe Group of clearing bank facilities, cash pooling facilities, overdraft facilities or hedging facilities permitted under this Agreement; (iv) any Security arising under any retention of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of to goods supplied to any Obligor or any Subsidiary thereof member of the Group where such retention is required by the supplier in the ordinary course of business; andits trading activities and on its standard terms and the goods in question are supplied on credit; (v) Security (except for any easementSecurity expressed to be created as a floating charge) (or a transaction (Quasi Security) described in paragraph (b) above) arising under finance leases, right-of-wayhire purchase, zoning conditional sale agreements, or other agreements for the acquisition of assets on deferred payment terms permitted under Clause 22.13 (Leasing arrangements), and similar restriction and other similar charge only to the extent such Security or encumbrance not interfering with Quasi Security is granted by the ordinary course of business of an relevant Obligor over assets comprised within or any of its Subsidiaries.constituted by such arrangements; (vi) Security arising under a Security Document; (vii) until the first Utilisation Date, Security arising under a Security Document (as defined in the Original Facilities Agreement);

Negative Pledge. 2.1 For the duration of the Facility the Borrower shall not without written consent of the Lender: (a) Each Obligor shall notcreate, and shall procure each member issue or allow to come into being any guarantee, indemnity, debenture, stock, charge, lien or other encumbrance, on all or part of its undertaking, property or other assets, its uncalled capital or revenue, except for liens arising by operation of law or in the ordinary course of business, or (b) borrow any money, obtain any advance or credit in any form, other than normal trade credit, or enter into any hire purchase, credit sale, conditional sale or deferred payment agreements as purchaser, or any leasing agreements as lessee, except with the prior written consent of the Group not toLender; or (c) change the terms of employment or remuneration of any Director; or (d) make payments to the Directors by way of loan, create divided or bonus; or (e) create, or permit to subsist subsist, any Security over any of its assets; or (f) sell, transfer or otherwise dispose of any of its receivables or assets on recourse terms; or (g) enter into any arrangement under which money or the Group’s assets benefit of a bank or other account may be applied, set-off or made subject to secure a combination of accounts; or enter into any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) withoutother preferential arrangement having a similar effect, in any such case, making effective provision whereby circumstances where the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial arrangement or transaction is entered into primarily as a method of raising Indebtedness or financing the acquisition of an asset 2.2 Paragraph 2.1shall not apply to: (a) any Existing Security, except to the extent that the principal amount secured by such other that Existing Security as shall have been approved by exceeds the Lender, for so long as such Financial Indebtedness will be so secured.amount stated in the definition of Existing Security; or (b) Paragraph (a) above does not apply to any Security listed below: (i) any Security arising or already arisen automatically by operation of law, or for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedings; (ii) any Security existing on any property or asset prior to the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not in contemplation of such acquisition; (iii) any cash management, netting or set-off arrangement or combination of accounts arising entered into in favour of any bank or financial institution as a result the ordinary course of the dayBorrower’s banking arrangements for the purpose of netting debit and credit balances; or (c) any payment or close out netting or set-tooff arrangement under any hedging transaction entered into for the purpose of: (i) hedging any risk to which the Borrower is exposed in its ordinary course of trading; or (ii) the Borrower’s interest rate or currency management operations which are carried out in the ordinary course of business and for non-day speculative purposes only, excluding, in each case, any Security under a credit support arrangement in relation to a hedging transaction; or (d) any lien arising by operation of banking arrangementslaw and in the ordinary course of trading; or (e) any Security over or affecting any asset acquired by the Borrower after the date of this agreement if: (i) the Security was not created in contemplation of the acquisition of that asset by the Borrower; (ivii) the principal amount secured has not been increased in contemplation of or since the acquisition of that asset by the Borrower; and (iii) the Security is removed or discharged within one month of the date of acquisition of the asset; or (f) any Security entered into under any Transaction Document; or (g) any Security arising under any retention of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof the Borrower in the ordinary course of businesstrading and on the supplier’s standard or usual terms and not arising as a result of any default or omission by the Borrower; andor (vh) any easementSecurity securing Indebtedness, right-of-way, zoning and similar restriction and other similar charge or encumbrance not interfering the principal amount of which (when aggregated with the ordinary course principal amount of business any other Indebtedness which has the benefit of an Obligor Security other than any permitted under paragraphs (a)- (g) above) does not exceed £10,000 (or any of its Subsidiariesequivalent in another currency or currencies).

Negative Pledge. Obligors (a) Each Subject to paragraph (c) below, no Obligor shall not, and shall procure each member of the Group not to, will create or permit to subsist any Security over any of the Group’s assets to secure any Financial Indebtedness of the Obligors its present or any Subsidiary thereof (future revenues or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedassets. (b) Paragraph Subject to paragraph (ac) above does not apply to any Security listed below, no Obligor will: (i) sell, transfer or otherwise dispose of any Security arising of its assets on terms whereby they are or already arisen automatically may be leased to or re-acquired by operation an Obligor; (ii) sell, transfer or otherwise dispose of lawany of its receivables on recourse terms; (iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. (c) Paragraphs (a) and (b) above do not apply to: Senior Secured Credit Facility Agreement (i) any netting or set-off arrangement entered into by any Obligor in the ordinary course of its banking arrangements for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedingsthe purpose of netting debit and credit balances; (ii) any Security existing on any property lien arising by operation of law and in the ordinary course of trading or asset prior pursuant to paragraph (c) of Clause 14.4 (Indemnity to the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not in contemplation of such acquisitionSecurity Agent); (iii) any cash management, netting or set-off arrangement or combination lien over goods and documents of accounts title to goods arising in favour the ordinary course of any bank or financial institution as a result letter of credit transactions entered into in the day-to-day operation ordinary course of banking arrangementstrading where such letter of credit transactions are entered into in connection with the purchase of those goods; (iv) any Security arising under any retention finance or capital lease of title, title transfer, hire purchase vehicles or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof in the ordinary course of business; andequipment; (v) any easement, rightset-ofoff arrangement entered into under any of the Hedging Agreements or any other hedging arrangement; (vi) any Security over or affecting (or transaction (“Quasi-way, zoning and similar restriction and other similar charge or encumbrance not interfering with the ordinary course of business of Security”) described in paragraph (b) above affecting) any asset acquired by an Obligor after the date of this Agreement if: (A) the Security or Quasi-Security was not created in contemplation of the acquisition of that asset by such Obligor; and (B) the principal amount of indebtedness secured has not been increased in contemplation of, or since the acquisition of that asset by such Obligor; (vii) any Security or Quasi-Security over or affecting any asset of its Subsidiaries.any company which becomes an Obligor after the date of this Agreement, where the Security or Quasi-Security is created prior to the date on which that company becomes an Obligor, if: (A) the Security or Quasi-Security was not created in contemplation of the acquisition of that company; and

Negative Pledge. (a) Each 22.4.1 No Obligor shall not, (and the Obligors shall procure each ensure that no other member of the Net1 Group not to, will) create or permit to subsist any Security over any of its assets. 22.4.2 No Obligor shall (and the Group’s assets to secure any Financial Indebtedness Obligors shall ensure that no other member of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so secured.Net1 Group will): (b) Paragraph (a) above does not apply sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to any Security listed below: (i) any Security arising or already arisen automatically by operation of law, or for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedings; (ii) any Security existing on any property or asset prior to the acquisition thereof re-acquired by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not in contemplation other member of such acquisitionthe Net1 Group; (iiib) sell, transfer or otherwise dispose of any of its receivables on recourse terms; (c) enter into or permit to subsist any title retention arrangement; (d) enter into or permit to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (e) enter into or permit to subsist any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. 22.4.3 Clauses 22.4.1 and 22.4.2 do not apply to the following Security (each a Permitted Encumbrance): (a) any cash managementSecurity given or purported to be given as Transaction Security; (b) any Security referred to in Schedule 10 (Disclosure Schedule) given as at the Signature Date; (c) any lien arising by operation of law and in the ordinary course of trading, and not as a result of any default or omission by any member of the Net1 Group; (d) any netting or set-off arrangement or combination of accounts arising in favour of entered into by any bank or financial institution as a result member of the day-to-day operation Group with an Approved Bank in the ordinary course of its banking arrangementsarrangements for the purpose of netting debit and credit balances, but only if the arrangement does not permit credit balances of Obligors to be netted with debit balances of members of the Net1 Group which are not Obligors; (ive) any netting of payments under a Permitted Treasury Transaction (including netting on a close-out of a Permitted Treasury Transaction); (f) any Security over or affecting any asset acquired by a member of the Net1 Group after the Signature Date if: (i) the Security was not created in contemplation of the acquisition of that asset by a member of the Net1 Group; (ii) the principal amount secured has not been increased in contemplation of or since the acquisition of that asset by a member of the Net1 Group; and (iii) the Security is removed or discharged within 3 months of the date of acquisition of such asset; (g) any Security over or affecting any asset of any company which becomes a member of the Net1 Group after the Signature Date where the Security is created prior to the date on which that company becomes a member of the Net1 Group, if: (i) the Security was not created in contemplation of the acquisition of that company; (ii) the principal amount secured has not been increased in contemplation of or since the acquisition of that company; and (iii) the Security is removed or discharged within 3 months of the date of that company becoming a member of the Net1 Group; (h) any Security arising under under: (i) a finance or capital lease; or (ii) any retention of title, title transfer, hire purchase or conditional sale arrangement or arrangement; or (iii) arrangements having a similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof a member of the Net1 Group in the ordinary course of business; andtrading and on the supplier's standard or usual terms and not as a result of any default or omission by any member of the Net1 Group; (vi) any easement, right-of-way, zoning and similar restriction and other similar charge or encumbrance not interfering with Security over any rental deposits in respect of immovable property where the relevant lease was entered into in the ordinary course of business and on arm's length terms; (j) any Security arising as a result of an Obligor a Permitted Disposal; (k) any Security arising as a consequence of any Finance Lease permitted pursuant to Clause 22.5.8 (Financial indebtedness) or any Security securing any liabilities under any Permitted Guarantee permitted pursuant to Clauses 22.12.2 to 22.12.11 (Third party guarantees) (inclusive), provided that, at any applicable time the aggregate value of its Subsidiariesany such Security contemplated in this Clause shall not exceed R10,000,000; (l) any Security expressly permitted in writing by the Facility Agent.

Negative Pledge. So long as any of the Securities are Outstanding: (a) Each Obligor shall not, and shall procure each member of the Group Company will not to, create or permit to subsist after knowledge of the existence thereof any Security over Interest upon any part of the Group’s its undertaking or assets to secure any Financial Indebtedness Debt of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so secured.Company; or (b) Paragraph (a) above does permit any Material Subsidiary to give any Guarantee to secure any Debt of the Company without at the same time or as soon as reasonably practicable thereafter according to the Holders of Securities a rateable and pari passu interest in the same Security Interest or Guarantee, as applicable, but the covenant in this Section 1007 will not apply to, or operate to prevent: (c) any Security listed below:Interest for, or any Guarantee by a Material Subsidiary of, any Debt of the Company, the amount of which, when aggregated with the amount of all other Debt of the Company then outstanding in respect of which Security Interest or a Guarantee by a Material Subsidiary has been given, excluding any Security Interest or Guarantee given pursuant to the exceptions in subparagraphs (d) to (f), would not exceed 10% of Consolidated Shareholders’ Equity; (d) any Security Interest on (i) any Security arising asset (including shares) acquired or already arisen automatically held by operation the Company to secure Debt of lawthe Company incurred solely for the purpose of financing the acquisition, construction, research, development or improvement of such asset, or for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedings(ii) shares of a Subsidiary organized solely to acquire any such asset; (iie) the assumption by the Company of any Security existing Interest in existence on any property asset at the time of acquisition thereof, including any such assumption consequent upon any amalgamation, merger, arrangement or asset prior to the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not in contemplation of such acquisitionother corporate reorganization; (iiif) any cash management, netting the Company giving Security Interest (other than on shares or set-off arrangement or combination of accounts arising in favour of any bank or financial institution as a result of the day-to-day operation of banking arrangements; (ivfixed assets) any Security arising under any retention of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof in the ordinary course of businessits business to any bank or banks or others to secure any Debt of the Company that is not a Funded Obligation; andor (vg) the extension, renewal or refunding of any easementSecurity Interest permitted under subparagraphs (d) to (f) to the extent of the principal amount of the Debt of the Company secured by and owing under any such Security at the time of such extension, right-of-way, zoning and similar restriction and other similar charge renewal or encumbrance not interfering with the ordinary course of business of an Obligor or any of its Subsidiariesrefunding.

Negative Pledge. (a) Each Obligor shall not, and shall procure each member of the Group Obligors undertakes not to, to create or permit to subsist subsist, and (in case of the Company only) to procure that no Material Subsidiary shall create or permit to subsist, any Security over all or any of the Group’s its present or future assets to secure any as security for Financial Indebtedness of any person other than: (a) any Security arising in the Obligors ordinary course of business or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby on the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so secured.basis of customary general business conditions; (b) Paragraph (a) above does not apply to any Security listed below:arising solely by operation of law (or by an agreement evidencing the same); (c) any Security created or permitted to subsist with the prior written consent of the Majority Lenders; (d) any Security arising in connection with any netting or set off arrangement entered into in the ordinary course of business for the purpose of netting debit and credit balances or in connection with customary framework/master agreements relating to derivatives transactions made in the ordinary course of business; (e) any Security existing over newly acquired assets at the time of their acquisition not created in contemplation of such acquisition or over assets of an entity which becomes subject to the provisions of this Clause ‎27.1 (Negative Pledge) after the date of this Agreement; (f) any Security existing or created in order to comply with section 8a of the German Partial Retirement Act (Altersteilzeitgesetz) or pursuant to section 7e of the German Social Security Code IV (Sozialgesetzbuch IV) or granted to a pension fund (or the respective pension trustee) or contractual trust arrangement initiated by the Group to secure contribution obligations towards such pension fund or contractual trust arrangement; (g) any Security provided under customary export finance or other subsidised loans or to a public financial institution (including the European Investment Bank and the European Bank for Reconstruction and Development) in accordance with such institution’s published lending policy; (h) any Security arising in connection with the issue of asset-backed securities entered into in the ordinary course of business; (i) any Security arising in connection with any arrangement made within the ordinary course of treasury activities of the Group by which a member of the Group disposes of any marketable securities on terms whereby they are or already arisen automatically may be re-acquired by operation that member of law, or for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedingsthe Group; (iij) in relation to a Project Company, Security on the assets and/or the business constituted by that project and/or the shares in any Project Company and/or over loans made to it by members of the Group and/or claims under insurance contracts insuring the assets of the business constituted by that project; (k) in relation to a project finance transaction (entered into by a member of the Group other than Linde) in relation to which the borrower is not a Project Company any Security over project assets (including ancillary rights and any proceeds therefrom), the acquisition, construction or development of which is financed with debt incurred for the purpose of such project finance transaction where the only recourse is to such assets of such borrower (it being understood that a completion guarantee granted by another member of the Group does not constitute recourse for the purpose of the preceding sentence); (l) any Security existing on any property or asset prior to created over cash accounts held with banks in connection with the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not in contemplation local funding needs of such acquisitionforeign members of the Group (back-to-back); (iiim) any Security over claims under loans made by Linde Finance B.V. to any other member of the Group as security for the repayment of notes, the proceeds of the issuance of which were used by Linde Finance B.V. to make the respective loans; (n) any Security over cash management, netting or set-off arrangement or combination of accounts arising deposits granted in favour of any bank or financial institution as a result the trustee for the holder of the day-to-day operation of banking arrangementsLoan Notes; (ivo) any Security arising under any retention over cash deposits or cash equivalents using funds drawn hereunder and used in connection with the defeasance of title, title transfer, hire purchase Existing Financial Indebtedness provided that the aggregate amount of the Financial Indebtedness secured hereunder does not exceed EUR 500,000,000 (or conditional sale arrangement or arrangements having similar effect its equivalent); (p) in relation to Financial Indebtedness incurred locally for local financing needs if it is customary to provide Security in respect of goods supplied to such Financial Indebtedness provided that the aggregate amount of Financial Indebtedness secured hereunder does not exceed EUR 225,000,000 (or its equivalent); (q) any Obligor other Security, provided that the aggregate amount of all claims which are at any time outstanding and secured by Security created or any Subsidiary thereof existing in the ordinary course of businessreliance on this paragraph ‎(q) (converted into EUR in case a claim is not denominated in EUR) does not exceed EUR 525,000,000 (or its equivalent); and (vr) any easement, right-of-way, zoning and similar restriction and other similar charge or encumbrance not interfering with Security created in favour of the ordinary course of business of an Obligor or any of its SubsidiariesFinance Parties under the Finance Documents.

Negative Pledge. (a) Each In this Clause 23.15, Quasi-Security means an arrangement or transaction described in paragraph (ii) below. (b) Except as permitted under paragraph (iii) below: (i) No Obligor shall not, (and the Company shall procure each ensure that no other member of the Group not to, will) create or permit to subsist any Security over any of its assets. (ii) No Obligor shall (and the Company shall ensure that no other member of the Group will): (A) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group’s assets ; (B) sell, transfer or otherwise dispose of any of its receivables on recourse terms; (C) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to secure a combination of accounts; or (D) enter into any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) withoutother preferential arrangement having a similar effect, in any such case, making effective provision whereby circumstances where the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or by such other Security as shall have been approved by of financing the Lender, for so long as such Financial Indebtedness will be so securedacquisition of an asset. (biii) Paragraph Paragraphs (ai) and (ii) above does do not apply to any Security listed belowor (as the case may be) Quasi-Security, which is: (iA) Permitted Security; or (B) a Permitted Transaction. (c) Notwithstanding paragraph (b) above, no Obligor shall (and the Company shall ensure that no other member of the Group will) create or permit to subsist any Security arising or already arisen automatically by operation Quasi- Security over of law, or for taxes, assessments or governmental charges which is promptly discharged or disputed any shares in good faith by appropriate proceedings;the Target Group Entity (India) without the prior written consent of the Lenders. (iid) any Security existing on any property or asset prior to the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to The Company (for itself and not in contemplation of such acquisition; (iii) any cash management, netting or set-off arrangement or combination of accounts arising in favour of any bank or financial institution as a result each member of the dayGroup) understands and acknowledges that it is their unequivocal intention to co-to-day operation of banking arrangements; (iv) any Security arising under any retention of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect operate and comply with every applicable law and regulation in India in respect of goods supplied this transaction, including, without limitation, The Foreign Exchange Management Act, 1999. Accordingly, in order to be consistent with the aforesaid, it is hereby agreed (and each Obligor undertakes) that no Security, Quasi-Security, security interest, encumbrance or similar interest will be created or permitted to subsist over the assets of any Obligor member of the Group in India without prior Authorisation from any Governmental Agency of the Republic of India (including without limitation, the Reserve Bank of India), where the same may be required. For the avoidance of doubt, nothing in this Clause 23.15 shall be construed (and is not intended to be construed) as creating any Security, Quasi-Security, security interest, encumbrance or any Subsidiary thereof similar interest in the ordinary course assets of business; and (v) any easement, right-of-way, zoning and similar restriction and other similar charge member of the Group or encumbrance not interfering with directing the ordinary course disposal of business any assets of an Obligor or any member of its Subsidiariesthe Group.

Negative Pledge. (a) Each No Obligor shall notwill, and shall each Obligor will procure each member that none of the Group not toits Subsidiaries will, create or permit to subsist any Security over any of Encumbrance on the Group’s assets to secure any Financial Indebtedness of the Obligors whole or any Subsidiary thereof (part of its respective present or any guarantees future business, assets or indemnity in respect thereof) without, in any such case, making effective provision whereby undertaking except for the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so secured. (b) Paragraph (a) above does not apply to any Security listed belowfollowing: (i) any Encumbrances constituted or evidenced by the Security arising or already arisen automatically by operation of law, or for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedingsDocuments; (ii) Encumbrances expressly permitted in writing by the Majority Lenders, provided that the principal amount of the indebtedness secured by such Encumbrances shall not at any Security existing on any property or asset prior to time be increased beyond the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not in contemplation of such acquisitionamount expressly so permitted; (iii) any cash management, netting Encumbrances over assets the aggregate value of which is less than euro 500,000 (or set-off arrangement its equivalent in other currencies) arising by operation of law (or combination by agreement to the same effect) in the ordinary course of accounts arising in favour of any bank or financial institution business and not as a result of any default or omission on the day-to-day operation part of banking arrangementsany member of the Group; (iv) any Security Encumbrances over goods and documents of title to goods arising under any retention of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof in the ordinary course of business; andletter of credit transactions entered into in the ordinary course of trade; (v) any easement, right-of-way, zoning and similar restriction Encumbrances over credit balances on bank accounts of members of the Group together created in order to facilitate the operation of such bank accounts and other similar charge bank accounts of such members of the Group with such bank on a net balance basis with credit balances and debit balances on the various accounts being netted off for interest purposes; (vi) Encumbrances over assets (not being shares or encumbrance stock) the aggregate value of which is less than euro 500,000 (or its equivalent in other currencies) acquired after the Effective Date and existing at the date of their acquisition but not interfering with created in contemplation of their acquisition, provided that (A) the ordinary course principal amount secured by any such Encumbrance shall not be increased beyond the amount secured thereby at the date of business such acquisition and (B) such Encumbrances are either released and discharged within three months of the date of such acquisition or, if there is a material cost in obtaining the removal of any such Encumbrance from any public register, all amounts and liabilities (actual or contingent, present or future) secured on or by any such Encumbrance are paid and discharged in full within three months of the date of such acquisition and the creditor has acknowledged in writing payment and discharge of all such amounts and liabilities; (vii) Encumbrances arising automatically by operation of law in favour of any governmental authority in respect of Taxes or governmental charges which are being contested by the relevant member of the Group in good faith diligently pursued provided that a reserve or provision for the full amount of Tax or charges in dispute has been made in the Accounts of the Group; (viii) Encumbrances over certain of the assets of ▇▇▇▇▇▇.▇▇▇ France S.A. under a nantissement de fonds de commerce which Encumbrances have been irrevocably released under a Deed of Release dated before 15th December, 1998 and an Obligor Encumbrance over the shares of Free Ads Paper Srl which has been irrevocably released before 15th December, 1998 and in each case where all debts, liabilities or amounts (actual or contingent, present or future) secured on or by such Encumbrance have been paid or discharged in full; (ix) Encumbrances (not being over the shares or stock of any member of the Group) not otherwise permitted pursuant to paragraphs (i)-(viii) (inclusive) above together securing indebtedness in an aggregate principal amount not exceeding euro 3,000,000 (or its Subsidiariesequivalent in other currencies).

Negative Pledge. (a) Each Obligor The Borrower shall not, not (and the Borrower shall procure each ensure that no other member of the Group not to, will) create or permit to subsist any Security over any of its assets. For the purposes of this Article 7.02, the term Security shall also include any arrangement or transaction on assets or receivables or money (such as the sale, transfer or other disposal of assets on terms whereby they are or may be leased to or re-acquired by the Borrower or any other member of the Group’s assets to secure , the sale, transfer or otherwise dispose of any Financial Indebtedness of the Obligors receivables on recourse terms or any Subsidiary thereof (arrangement under which money or the benefit of a bank account or other account may be applied or set-off or any guarantees preferential arrangement having a similar effect) in circumstances where the arrangement or indemnity in respect thereof) without, in any such case, making effective provision whereby transaction is entered into primarily as a method of raising credit or of financing the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedacquisition of an asset. (b) Paragraph (a) above does not apply to any Security Security, listed below: (i) any Security arising netting or already arisen automatically set-off arrangement entered into by operation any member of law, or the Group in the ordinary course of its banking arrangements for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedingsthe purpose of netting debit and credit balances; (ii) any Security existing on any property payment or asset prior to the acquisition thereof by an Obligor close out netting or any Subsidiary thereof arising after such acquisition set-off arrangement pursuant to contractual commitments any hedging transaction entered into prior by a member of the Group for the purpose of: (A) hedging any risk to which any member of the Group is exposed in its ordinary course of trading; or (B) its interest rate or currency management operations which are carried out in the ordinary course of business and not for non-speculative purposes only, excluding, in contemplation of such acquisitioneach case, any Security under a credit support arrangement in relation to a hedging transaction; (iii) any cash management, netting or set-off arrangement or combination of accounts lien arising in favour of any bank or financial institution as a result of the day-to-day by operation of banking arrangementslaw and in the ordinary course of trading; (iv) any Security over or affecting any asset acquired by a member of the Group after the date of this Contract if: (A) the Security was not created in contemplation of the acquisition of that asset by a member of the Group; (B) the principal amount secured has not been increased in contemplation of or since the acquisition of that asset by a member of the Group; and (C) the Security is removed or discharged within three (3) months of the date of acquisition of such asset; (v) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Contract, where the Security is created prior to the date on which that company becomes a member of the Group, 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 (3) months of that company becoming a member of the Group; (vi) any Security entered into pursuant to this Contract; (vii) any Security arising under any retention of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof a member of the Group in the ordinary course of businesstrading and on the supplier's standard or usual terms and not arising as a result of any default or omission by any member of the Group; andor (vviii) any easement, right-of-way, zoning and similar restriction and other similar charge or encumbrance not interfering with Security listed in Schedule E (Existing Security) except to the ordinary course of business of an Obligor or any of its Subsidiariesextent the principal amount secured by that Security exceeds the amount stated in that Schedule.

Negative Pledge. (a) Each No Obligor shall not, (and the Italian Borrower shall procure each ensure that no other member of the Group not to, will) create or permit to subsist any Security over any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedits assets. (b) Paragraph No Obligor shall (and the Italian Borrower shall ensure that no other member of the Group will): (i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group; (ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms; (iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. (c) Paragraphs (a) and (b) above does do not apply to any Security listed belowto: (i) any Security arising listed in Schedule 7 (Existing Security) except to the extent the principal amount secured by that Security is increased beyond the amount stated in that Schedule, it being agreed that any such increase shall be permitted to the extent that it falls in the basket set out in sub paragraph (vii)(A) or already arisen automatically by operation (B) of law, or for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedingsthis Clause (as the case may be); (ii) any Security existing on any property netting or asset prior to the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments set-off arrangement entered into prior to by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and not in contemplation of such acquisitioncredit balances; (iii) any cash management, netting or set-off arrangement or combination of accounts lien arising in favour of any bank or financial institution as a result of the day-to-day by operation of banking arrangementslaw and in the ordinary course of trading; (iv) any Security arising or Quasi-Security securing indebtedness permitted under paragraph (b) of Clause 22.12 (Indebtedness for Borrowed Money), to the extent such Security or Quasi-Security is discharged within the date falling six months after the date of the relevant acquisition provided that if it is not so discharged it shall be permitted to the extent it falls within the basket set out in sub-paragraph (vii) below; (v) any retention of title, title transfer, hire purchase Security or conditional sale arrangement Quasi-Security in connection with deposits to landlords for lease rentals or arrangements having similar effect in respect of goods supplied to any Obligor tax or any Subsidiary thereof customs & excise authority, utility company or car leasing company, in each case granted in the ordinary course of business; andthe business of the relevant member of the Group; (vvi) any easementcash collateral granted in relation to the issue of a Bank Guarantee up to an amount equal to €15,000,000 in the aggregate at any time (without double counting any liability of the Borrower under such Bank Guarantee); or (vii) any other Security or Quasi-Security not referred to in sub-paragraph (i) to (vi) above securing indebtedness permitted under Clause 22.12 (Indebtedness for Borrowed Money) the principal amount of which (A) in the case of the Obligors does not in aggregate exceed 5 per cent. of the Consolidated Total Assets or (B) in the case of any other member of the Group does not in aggregate exceed twenty per cent. of the Consolidated Equity of the Group, right-of-way, zoning and similar restriction and other similar charge in each case as determined at the end of any Relevant Period by reference to the Consolidated Financial Statements or encumbrance not interfering with the ordinary course Consolidated Quarterly Financial Statements (as the case may be) in respect of business of an Obligor or any of its Subsidiariessuch Relevant Period.

Negative Pledge. (ai) Each No Obligor shall not, (and each Obligor shall procure each member ensure that none of the Group not to, its Subsidiaries will) create or permit to subsist any Security over any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedits assets. (b) Paragraph (a) above does not apply to any Security listed below: (i) any Security arising or already arisen automatically by operation of law, or for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedings; (ii) No Obligor shall (and each Obligors shall ensure that no of its Subsidiaries will): (A) sell, transfer or otherwise dispose of any Security existing of its assets on any property terms whereby they are or asset prior may be leased to the acquisition thereof or re-acquired by an Obligor or any Subsidiary thereof arising after other member of the Group; (B) sell, transfer or otherwise dispose of any of its receivables on recourse terms other than to the German Borrower and where such acquisition pursuant transaction is not otherwise prohibited by this Agreement; (C) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to contractual commitments a combination of accounts; or (D) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into prior to and not in contemplation primarily as a method of such acquisition;raising Financial Indebtedness or of financing the acquisition of an asset. (iii) Paragraphs (i) and (ii) above do not apply to: (A) any cash management, Security listed in Schedule 7 (Existing Security) (including any Security which has been Refinanced provided that the assets subject to such Security have not materially changed in any way) except to the extent the principal amount secured by that Security exceeds the amount stated in that Schedule; (B) any netting or set-off arrangement or combination of accounts arising in favour of entered into by any bank or financial institution as a result member of the day-to-day operation of banking arrangements; (iv) any Security arising under any retention of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof Group in the ordinary course of business; andits banking arrangements for the purpose of netting debit and credit balances; (vC) any easement, right-of-way, zoning and similar restriction and other similar charge or encumbrance not interfering with Security entered into in the ordinary course of business under customary general business conditions; (D) any lien arising by operation of an Obligor law or regulatory requirement and in the ordinary course of business and not as a result of a default howsoever described; (E) any Security arising by operation of law in favour of any government, state or local authority in respect of Taxes which are either (a) not yet due and unpaid or (b) being contested in good faith by appropriate proceedings and for which adequate reserves have been made; (F) any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement if: (1) the Security was not created in contemplation of the acquisition of that asset by a member of the Group; and (2) the principal amount secured has not been increased in contemplation of, or since the acquisition of that asset by a member of the Group; (G) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, if: (1) the Security was not created in contemplation of the acquisition of that company; and (2) the principal amount secured has not increased in contemplation of or since the acquisition of that company; (H) the Transaction Security; (I) any Security which has been approved in writing by the Majority Lenders; (J) any Security incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security, including any Security securing letters of credit issued in the ordinary course of business in accordance with past practice; (K) any Security over assets of the Norwegian Borrower 2 acquired with Financial Indebtedness permitted under paragraph (k) of the definition of Permitted Financial Indebtedness provided that such Security is removed upon the full discharge of the relevant Permitted Financial Indebtedness incurred to finance the payment of the purchase price for such asset; or (L) any Security securing indebtedness the principal amount of which (when aggregated with the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group other than any permitted under paragraphs (A) to (I) above) does not exceed EUR 5,000,000 its Subsidiariesequivalent in another currency or currencies).

Negative Pledge. (a) Each No Obligor shall not, (and each Obligor shall procure each member ensure that none of the Group not to, its Subsidiaries will) create or permit to subsist any Security over any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedits assets. (b) Paragraph No Obligor shall (and each Obligor shall ensure that none of its Subsidiaries will): (i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group; (ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms; (iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. (c) Paragraphs (a) and (b) above does do not apply to any Security listed belowto: (i) any Security liens arising or already arisen automatically solely by operation of law, or for taxes, assessments or governmental charges which is promptly discharged or disputed law and in good faith by appropriate proceedingsthe ordinary course of trading; (ii) rights of set-off existing in the ordinary course of trading activities between any Security existing on any property member of the Group and its respective suppliers or asset prior to the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not in contemplation of such acquisitioncustomers; (iii) any cash management, netting or rights of set-off arrangement arising by operation of law or combination of accounts arising in favour of any bank or financial institution as a result by contract by virtue of the day-to-day operation provision to any member of banking arrangementsthe Group of clearing bank facilities, cash pooling facilities, overdraft facilities or hedging facilities permitted under this Agreement; (iv) any Security arising under any retention of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of to goods supplied to any Obligor or any Subsidiary thereof member of the Group where such retention is required by the supplier in the ordinary course of business; andits trading activities and on its standard terms and the goods in question are supplied on credit; (v) Security (except for any easementSecurity expressed to be created as a floating charge) (or a transaction (Quasi Security) described in paragraph (b) above) arising under finance leases, right-of-wayhire purchase, zoning conditional sale agreements, or other agreements for the acquisition of assets on deferred payment terms permitted under Clause 22.13 (Leasing Arrangements), and similar restriction and other similar charge only to the extent such Security or encumbrance not interfering with Quasi Security is granted by the ordinary course of business of an relevant Obligor over assets comprised within or any of its Subsidiaries.constituted by such arrangements; (vi) Security arising under a Security Document; (vii) until the first Utilisation Date, Security arising under a Security Document (as defined in the Original Facilities Agreement);

Negative Pledge. The Borrower covenants that unless the Majority Lender gives prior written consent, it will not do any of the acts listed in the following items on and after the execution date of this Agreement, up until all of the obligations of the Borrower owed to the Lenders and the Agent under this Agreement are satisfied: (1) Except for the following cases, offer, or cause the Affiliate to offer, any security (excluding any lien, possessory lien or other security provided for in Laws and Regulations) to secure any obligation other than the obligations under this Agreement without obtaining consent thereto from the Majority Lender: (a) Each Obligor shall not, and shall procure each member of the Group not to, create or permit to subsist any Security over any of the Group’s The Borrower newly acquires assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall on which security interests have already been approved by the Lender, for so long as such Financial Indebtedness will be so secured.created; (b) Paragraph With regard to loans obtained for the purpose of acquiring assets (aincluding loans with regard to the refinancing thereof) above does not apply to any Security listed belowand finance lease (including capital lease), the Borrower offers such assets as security: (ic) any Security arising or already arisen automatically by operation Such offer of law, or for taxes, assessments or governmental charges which security is promptly discharged or disputed in good faith by appropriate proceedingsrequired under Laws and Regulations; (iid) Upon raising a fund by the method of securitization of assets or sale and leaseback (or similar) arrangements, the Borrower offers any Security existing on any property or asset prior security to the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not in contemplation of such acquisitionextent necessary; (iiie) Upon performing a foreign exchange transaction related to exports and imports, the Borrower offers any cash managementsecurity on the freight and the ▇▇▇▇ of lading (including other documents certifying shipping contracts and insurance documents) relating to such exports and imports; (f) In a project finance initiative in which the Borrower participates as an investor, a holder of subordinated loan claims or other sponsor, the Borrower offers any security on its equity of contributions to the project company (including the shares issued by the project company), subordinated loan claims and other claims for other providers of the finance; (g) Any netting or set-off arrangement or combination of accounts arising in favour of any bank or financial institution as a result of entered into by the day-to-day operation of banking arrangements; (iv) any Security arising under any retention of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof Borrower in the ordinary course of businessits banking arrangements for the purposes of netting debit and credit (English Translation - For Reference Purpose Only) balances in connection with its cash pooling facilities; and (vh) Any payment or close out netting or set-off arrangement pursuant to derivative transaction entered into by the Borrower in connection with protection against or benefit from fluctuation in any easementrate or price; and (i) Any other security securing obligations in an aggregate amount not to exceed 1 billion yen. (2) Offer, right-of-wayor cause the Affiliate to offer, zoning and similar restriction and other similar charge or encumbrance not interfering with any security to secure the ordinary course obligations under this Agreement for part of business of an Obligor or any of its Subsidiariesthe Lenders.

Negative Pledge. (a) Each Obligor The Borrower shall not, and shall procure each member of the Group not to, create or permit to subsist any Security over any of the Group’s its present and future assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedrevenues. (b) The Borrower shall not: (i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by the Borrower or any other member of the Group; (ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms; (iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. (c) Paragraph (a) and (b) above does not apply to any Security listed belowto: (i) any Security arising or already arisen automatically by operation of law, or granted to a Working Capital Facility Lender over Working Capital Assets as security for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedingsthe Borrower's obligations under a Working Capital Facility; (ii) any Security existing on any property netting or asset prior to the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments set-off arrangement entered into prior to by the Borrower in the ordinary course of its banking arrangements for the purpose of netting debit and not in contemplation of such acquisitioncredit balances; (iii) any cash management, netting or set-off arrangement or combination of accounts lien arising in favour of any bank or financial institution as a result of the day-to-day by operation of banking arrangements; (iv) any Security arising under any retention of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof law and in the ordinary course of businesstrading; andor (viv) any easementwhere the Agent (acting on the instructions of all the Lenders) has provided prior written consent, right-of-way, zoning such consent to be provided within 15 Business Days from the date of notice to the Lenders and similar restriction and other similar charge or encumbrance such consent not interfering with the ordinary course of business of an Obligor or any of its Subsidiariesto be unreasonably withheld.

Negative Pledge. (a) Each Obligor shall notExcept as provided in paragraph (b) below, and shall procure each no member of the Group not to, may create or permit allow to subsist exist any Security over Interest on any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedits assets. (b) Paragraph (a) above does not apply to any Security listed belowto: (i) any Security arising or already arisen automatically Interest constituted by operation the Security Documents or, prior to the date on which the Existing Credit Facility is repaid and cancelled in full, in respect of law, or for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedingsthe Existing Credit Facility; (ii) any Security existing on any property Interests arising in the ordinary course of business as a result of netting or asset prior to set-off arrangements in connection with the acquisition thereof Group’s cash management arrangements in respect of Financial Indebtedness permitted by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not in contemplation of such acquisitionthis Agreement; (iii) any cash management, netting or set-off arrangement or combination Security Interest existing at the date of accounts arising this Agreement (other than those referred to in favour any other subparagraph of this paragraph (b)) provided that: (A) the principal amount secured by all those Security Interests does not exceed EUR 75,000,000 in aggregate; and (B) the principal amount secured by any bank or financial institution as a result of those Security Interests is not increased after the day-to-day operation date of banking arrangementsthis Agreement; (iv) any Security arising under any retention Interest over cash by way of titlecash collateral in place prior to the date of this Agreement, title transferin an amount of up to USD 100,000,000, hire purchase or conditional sale arrangement or arrangements having similar effect given to Travelers Casualty and Surety Company of America in respect of goods supplied obligations relating to any Obligor or any Subsidiary thereof workers compensation of members of the Group incorporated in the ordinary course of business; andU.S.; (v) any easement, right-of-way, zoning Security Interest arising by operation of law and similar restriction and other similar charge or encumbrance not interfering with in the ordinary course of business of the relevant member of the Group; (vi) any Security Interest arising in respect of title retention arrangements arising in the ordinary course of trade of the relevant member of the Group as carried on by it as at the date of this Agreement (or if later, the date on which it became a member of the Group); (vii) any Security Interest which secures Financial Indebtedness existing in respect of any property or assets of any company where such company’s assets and property are acquired (and not the shares thereof) by a member of the Group (other than a member of the Borrower Groups) pursuant to an Obligor acquisition which is permitted by this Agreement, but only to the extent that: (A) the Security Interest was not created in contemplation of the acquisition of such property and assets; and (B) the Financial Indebtedness secured thereby is Financial Indebtedness of, or is assumed by, the relevant acquiring member of the Group; (viii) any Security Interest which exists over any asset of a company which becomes a member of the Group (other than a member of the Borrower Groups) after the date of this Agreement pursuant to an acquisition which is permitted by this Agreement, but only to the extent that: (A) the Security Interest was not created in contemplation of the acquisition of such company; and (B) the Financial Indebtedness so secured has not increased in contemplation of or since the acquisition of that company; (ix) any Security Interest over goods and documents of title created or arising in the ordinary course of trading or rights of set-off arising in the ordinary course of trade with suppliers of goods to a member of the Group; (x) any Security Interest permitted by the provisions of paragraph (d) below in respect of a transaction referred to in paragraph (c) below; (xi) any Security Interest granted by any member of the Group which arises pursuant to: (A) the provisions included in the general conditions of any bank operating in the Netherlands based on the general conditions drawn up by the Netherlands Bankers’ Association (Nederlandse Vereniging ▇▇▇ ▇▇▇▇▇▇) and the Consumers Union (Consumentenbond); or (B) any similar provision in any general banking conditions applicable to other jurisdiction, provided that where any such provisions allow for rights of set-off and/or security rights in relation to a member of a Borrower Group, the relevant account bank to which such rights apply has confirmed to (or for the benefit of) the Finance Parties that those rights will not be enforced as against that member of that Borrower Group while any amount is or is capable of being outstanding under the Facilities, except to the extent that the exercise of any such set-off rights would otherwise be permitted by virtue of sub-paragraphs (b)(ii) above; or (xii) any other Security Interest given by a member of the Group (other than a member of a Borrower Group) where: (A) the asset(s) the subject of the Security Interest has not at any time been secured pursuant to the Security Documents and are not the shares in (or any interest in the intellectual property of) the Dutch Borrower; and (B) the aggregate book value of all assets the subject of such Security Interests does not exceed EUR 100,000,000, provided that, in relation to any Security Interest created or permitted to subsist by a member of the Group after the date of this Agreement where the Financial Indebtedness secured by that Security Interest exceeds EUR 25,000,000 or its equivalent (or which, when aggregated with the Financial Indebtedness secured by all other such Security Interests, exceeds EUR 50,000,000 or its equivalent), the Company can provide a legal opinion in a form and substance, and from counsel, satisfactory to the Facility Agent (or other supporting evidence satisfactory to the Facility Agent) demonstrating that the amount of Financial Indebtedness to be secured by that Security Interest would not exceed the amount available at that time to be so secured as a result of any negative pledge or other restriction binding on any relevant member of the Group. (c) Except as provided in paragraph (d) below, no member of a Borrower Group may: (i) sell, transfer or otherwise dispose of any of its assets on terms where it is or may be leased to or re-acquired or acquired by a member of the Group or any of its related entities; or (ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms, in circumstances where the transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. (d) Paragraph (c) does not apply to: (i) transactions relating to properties or assets acquired by the relevant member of that Borrower Group after the date of this Agreement; or (ii) transactions relating to properties or assets owned by the relevant member of that Borrower Group at the date of this Agreement, but only if the Company demonstrates to the satisfaction of the Facility Agent (acting on behalf of the Majority Lenders) that: (A) the proceeds of the sale of each relevant property or asset are either retained by the relevant member of that Borrower Group on deposit or have been applied in or towards reinvestment by that member of that Borrower Group in properties or assets on arm’s length terms; (B) in the case of a transaction involving the Dutch Borrower or any of its Subsidiaries, after giving effect to that transaction, the Dutch Borrower and its Subsidiaries together maintain ownership of fixed assets to an aggregate book value of at least EUR 500,000,000; and (C) in the case of a transaction involving the U.S. Borrower or any of its Subsidiaries, after giving effect to that transaction, the U.S. Borrower and its Subsidiaries together maintain ownership of company-owned tangible fixed assets (i.e. excluding the value of assets the subject of capital leases) with an aggregate book value of at least USD 2,250,000,000.

Negative Pledge. (a) Each No Obligor shall not, (and the Company shall procure each ensure that no other member of the Group not to, will) create or permit to subsist any Security over any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedits assets. (b) Paragraph No Obligor shall (and the Company shall ensure that no other member of the Group will): (i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group; (ii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iii) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction has a similar effect to that of granting Security. (c) Paragraphs (a) and (b) above does do not apply to any Security listed belowto: (i) any Security netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking and/or cash management arrangements for the purpose of netting debit and credit balances; (ii) any lien arising or already arisen automatically by operation of lawlaw and in the ordinary course of trading; (iii) any security expressly permitted in writing by the Majority Lenders provided that the principal amount of the Financial Indebtedness secured by such Security shall not at any time be increased beyond the amount expressly so permitted; (iv) title retention or reservation arrangements or set-off provisions in each case which are contained in any supplier’s standard conditions of supply over any property or assets to any member of the Group provided that the same are not registered against the relevant member of the Group pursuant to section 409 of the Companies Act 2014, section 860 of the CA 2006 or any analogous legislation in any other applicable jurisdiction; (v) any Security for taxes, assessments or governmental charges Taxes which is promptly discharged or disputed are being contested in good faith by appropriate proceedings, provided that adequate provisions with respect to such contested Taxes are maintained on the books of the appropriate company in conformity with applicable GAAP; (iivi) any Security existing on any property or asset prior to the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments agreement entered into prior to and not by a company in contemplation the Group in the ordinary course of such acquisition; (iii) any cash management, netting or set-off arrangement or combination of accounts arising in favour of any bank or financial institution as a result of the its day-to-day operation business activities to sell or otherwise dispose of banking arrangementsany asset on terms whereby that asset is or may be leased to or re-acquired or acquired by a company in the Group; (ivvii) any Security arising under over or affecting any retention asset acquired by a member of title, title transfer, hire purchase the Group after the date of this Agreement if: (A) the Security was not created in contemplation of the acquisition of that asset by a member of the Group; (B) the principal amount secured has not been increased in contemplation of or conditional sale arrangement or arrangements having similar effect in respect since the acquisition of goods supplied to any Obligor or any Subsidiary thereof in that asset by a member of the ordinary course of businessGroup; and (vC) the Security is removed or discharged within 3 Months of the date of acquisition of such asset; (viii) any easementSecurity over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, right-of-waywhere the Security is created prior to the date on which that Company becomes a member of the Group, zoning and similar restriction and other similar charge 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 encumbrance not interfering since the acquisition of that company; and (C) the Security is removed or discharged within 3 Months of that company becoming a member of the Group; (ix) any Security securing indebtedness the principal amount of which (when aggregated with the ordinary course principal amount of business any other indebtedness which has the benefit of an Obligor Security other than any permitted under paragraphs (c)(i) to (c)(viii) above) does not exceed £10,000,000 (or any its equivalent in another currency or currencies); and (x) Security over the Group’s former Irish sugar lands in Mallow and ▇▇▇▇▇▇ created in favour of its Subsidiariesthe Greencore Group Pension Scheme.

Negative Pledge. (a) Each Obligor shall notExcept as provided below, and shall procure each no member of the Group not to, may create or permit allow to subsist exist any Security over Interest on any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedits assets. (b) Paragraph No member of the Group may: (i) sell, transfer or otherwise dispose of any of its assets on terms where it is or may be leased to or re-acquired or acquired by a member of the Group or any of its related entities; (ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms; (iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iv) enter into any other preferential arrangement having a similar effect, in circumstances where the transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. (c) Paragraphs (a) above does and (b) do not apply to any Security listed belowto: (i) any Security Interest comprising a netting or set-off arrangement entered into by a member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances; (ii) any lien arising or already arisen automatically by operation of law, law and in the ordinary course of business; (iii) Security Interests for taxes or for taxes, assessments or other governmental charges which is promptly discharged not at the time delinquent or disputed thereafter payable without penalty or being contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reserves in conformity with generally accepted accounting principles in the relevant jurisdiction; (iv) Security Interests that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Security Interest attaches to such property within 60 days of the acquisition thereof and attaches solely to the property so acquired; (v) attachments, appeal bonds, judgments and other similar Security Interests, for sums not exceeding in aggregate US$5,000,000 (or its equivalent) arising in connection with any court proceedings, provided the execution or other enforcement of such Security Interests is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings; (iivi) any Security existing Interest on an asset, or an asset of any property person, acquired by a member of the Group after the date of this Agreement but only provided that (A) the aggregate amount covered by any such Security Interest does not exceed US$10,000,000 (or asset prior to its equivalent) at any time; (B) such Security Interest is only in place for the acquisition thereof period of six months from the date of acquisition; and (C) the principal amount secured by an Obligor that Security Interest has not been incurred or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not increased in contemplation of such of, or since, the acquisition; (iiivii) easements, rights of way, restrictions, minor defects or irregularities in title and other similar Liens not interfering in any material respect with the ordinary conduct of the business of any member of the Group; (viii) any cash management, netting or set-off arrangement or combination of accounts arising Security Interest entered into pursuant to a Finance Document; (ix) any Security Interest constituted by the Cession in Security Agreement; (x) any Security Interest in favour of CASS arising under the CASS Agreement; (xi) any bank or financial institution Security Interest under the escrow agreement dated 7 March 2006 by and between the Company, Endeavour Capital Fund III, L.P., as representative of the shareholders and option holders of Market Industries, Ltd., and U.S. Bank National Association, a national banking association; (xii) any Security Interest arising as a result of the day-to-day operation of banking arrangementsa Capital Lease permitted to subsist under Subclause 25.8 (Financial Indebtedness); (ivxiii) any Security arising Interest created by an Obligor under the Global Facility in favour of another Obligor under the Global Facility (provided that no such Security Interest may be granted in favour of Pyramid Freight, South Africa by an Obligor under the Global Facility) or by an Obligor under the South African Facility to another Obligor under the South African Facility (provided that no such Security Interest may be granted in favour of Pyramid Freight BVI by an Obligor under the South African Facility); or (xiv) any retention Security Interest listed or referred to in the column headed "Security or guarantee supporting the facility" of title, title transfer, hire purchase Schedule 10 (Existing Indebtedness) provided that: (A) all Security Interests securing facilities or conditional sale arrangement guarantees listed in Part 1 of Schedule 10 (Existing Indebtedness) are irrevocably released on or arrangements having similar effect before the first Utilisation Date; (B) all guarantees listed in Part 2 of Schedule 10 (Existing Indebtedness) are (I) irrevocably released by no later than the date falling three months from the date of this Agreement and (II) covered by a Letter of Credit issued under this Agreement in respect of goods supplied the full amount of such guarantee from the first Utilisation Date to any Obligor or any Subsidiary thereof in the ordinary course of businessdate on which they are released; and (vC) any easement, right-of-way, zoning and similar restriction and other similar charge all Security Interests securing facilities or encumbrance not interfering with guarantees listed in Part 3 of Schedule 10 (Existing Indebtedness) are irrevocably released by no later than the ordinary course date falling three months from the date of business of an Obligor or any of its Subsidiariesthis Agreement.

Negative Pledge. (a) Each No Obligor shall not, (and the Company shall procure each ensure that no other member of the Restricted Group not to, shall) create or permit to subsist any Security over any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedits assets. (b) No Obligor shall (and the Company shall ensure that no other member of the Restricted Group shall): (i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Restricted Group; (ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms; (iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness for the Group or of financing the acquisition of an asset by the Group. (c) Paragraphs (a) and (b) above do not apply to: (i) any netting or set-off arrangement entered into by any member of the Restricted Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances; (ii) any lien arising by operation of law and in the ordinary course of trading; (iii) except where the supplier is another member of the Restricted Group, any title transfer or retention of title arrangement entered into by any member of the Restricted Group in the normal course of trading on the supplier’s standard or usual terms; (iv) any Security or (Quasi Security) over or affecting any asset acquired by a member of the Restricted Group (except any asset acquired from another member of the Restricted Group) after the date of this Agreement if: (A) the Security or Quasi Security was not created in contemplation of the acquisition of that asset by a member of the Restricted Group; (B) the principal amount secured has not been increased in contemplation of, or since the acquisition of, that asset by a member of the Restricted Group; and (C) the Security or Quasi Security is removed or discharged within nine months of the date of acquisition of such asset unless the Company has demonstrated to the satisfaction of the Agent that that member of the Restricted Group (1) is not contractually entitled to repay the Financial Indebtedness secured by that Security, and (2) has used reasonable endeavours to procure the discharge of that Security, unless the Majority Lenders consent otherwise; (v) any Security or Quasi Security over or affecting any asset of any company which becomes a member of the Restricted Group after the date of this Agreement, where the Security or Quasi Security is created prior to the date on which that company becomes a member of the Restricted Group, if: (A) the Security or Quasi 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 or Quasi Security is removed or discharged within nine months of that company becoming a member of the Restricted Group unless the Company has demonstrated to the satisfaction of the Agent that that member of the Restricted Group (1) is not contractually entitled to repay the Financial Indebtedness secured by that Security, and (2) has used reasonable endeavours to procure the discharge of that Security, unless the Majority Lenders consent otherwise; (vi) any Security or Quasi Security securing indebtedness the principal amount of which (when aggregated with the principal amount of any other indebtedness which has the benefit of Security or Quasi Security other than any permitted under this paragraph (c)) does not exceed £2,500,000 (or its equivalent); (vii) any Security created in connection with escrow arrangements for source codes agreed with the customers of any member of the Restricted Group in the ordinary course of business; (viii) any Security over goods, documents of title to goods and related documents and insurances and their proceeds arising or created in the ordinary course of its business as security for indebtedness to a bank or financial institution directly relating to the assets over which that Security exists; (ix) any Security over any assets of a member of the Restricted Group in favour of a Guarantor; (x) the security created pursuant to any of the Security Documents; and (xi) any Security or Quasi Security created over any asset with the prior written consent of the Majority Lenders. (d) Paragraph (a) above does not apply to any Security listed below: (i) any Security arising or already arisen automatically granted by operation a member of law, or for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedings; (ii) any Security existing on any property or asset prior to the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not in contemplation of such acquisition; (iii) any cash management, netting or set-off arrangement or combination of accounts arising Restricted Group in favour of any a provider of bank guarantees, bid, transfer or financial institution as a result performance bonds, standby letters of credit and similar instruments required by it or another member of the day-to-day operation of banking arrangements; (iv) any Security arising under any retention of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof Restricted Group in the ordinary course of business; and business provided that the principal amount secured by such Security does not exceed £500,000 (vor its equivalent) any easement, right-of-way, zoning and similar restriction and other similar charge or encumbrance not interfering with the ordinary course of business of an Obligor or any of its Subsidiariesin aggregate.

Negative Pledge. (a) Each No Obligor shall not, and shall procure each member of the Group not to, create or permit to subsist any Security over any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedits assets. (b) Paragraph No Obligor shall (and the Principal Guarantor shall ensure that no other member of the Group will): (i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group; (ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms (save to the extent that the aggregate liability under recourse arrangements in respect of sales of tobacco to non OECD countries or Turkey does not exceed $25,000,000 at any time and where the maximum duration of such recourse in any individual case does not exceed 180 days); (iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. (c) Paragraphs (a) and (b) above does do not apply to any Security listed belowto: (i) any Security arising netting or already arisen automatically set-off arrangement entered into by operation any member of law, or the Group in the ordinary course of its banking arrangements for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedingsthe purpose of netting debit and credit balances; (ii) any Security existing on any property or asset prior to lien arising by operation of law and in the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not in contemplation ordinary course of such acquisitiontrading; (iii) any cash management, netting or set-off arrangement or combination retention of accounts title arrangements arising in favour the ordinary course of any bank or financial institution as business of a result of the day-to-day operation of banking arrangementsTobacco Group Company and securing amounts not more than 30 days overdue; (iv) any Security arising under any retention of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect security listed in respect of goods supplied to any Obligor or any Subsidiary thereof Schedule 7 (Existing Security) provided such security is released upon the Effective Date (as defined in the ordinary course document referred to in paragraph 3(d) of business; andSchedule 2 (Conditions precedent to Initial Utilisation)); (v) any easementSecurity over or affecting any asset acquired by a member of the Group after the date of this Agreement securing long term Financial Indebtedness incurred solely for the purpose of financing (in whole or in part) the purchase of such asset if the principal amount secured has not been increased in contemplation of, right-of-wayor since the acquisition of that asset by a member of the Group; (vi) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, zoning where the Security is created prior to the date on which that company becomes a member of the Group, 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 similar restriction and the Security is removed or discharged within 6 months of that company becoming a member of the Group; (vii) any Security entered into pursuant to any Finance Document. (viii) any other similar charge or encumbrance Security granted by a Tobacco Group Company which is not interfering with the ordinary course of business of an Obligor or any which is not already contemplated in paragraphs (i) to (vii) above provided the aggregate indebtedness of its Subsidiariesall Tobacco Group Companies secured by such Security does not exceed $10,000,000.

Negative Pledge. (a) Each Obligor The Borrower shall not, not (and the Borrower shall procure each member of the Group not to, ensure that no Material Subsidiary will) create or permit to subsist any Security over any of the Group’s its assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedIndebtedness. (b) Paragraph paragraph (a) above does not apply to any Security listed belowto: (i) any Security arising or already arisen automatically listed in Schedule 6 (Existing Security) except to the extent the principal amount secured by operation of law, or for taxes, assessments or governmental charges which is promptly discharged or disputed that Security exceeds the amount stated in good faith by appropriate proceedingsthat Schedule; (ii) any Security over cash and/or securities securing counter indemnity claims of (x) any surety company issuing supersedeas bonds or similar instruments or (y) of any bank issuing bank-guarantees to such surety company, in each case in connection with legal proceedings initiated against the Borrower by Oracle, Inc. or Versata Software, Inc., each as disclosed in section 24 (Litigation and Claims) of the notes to the Original Financial Statements; (iii) any Security arising by operation of law (or by an agreement having the same effect) in the ordinary course of business; (iv) any Security arising under general business conditions in the ordinary course of business, including without limitation of any bank with whom the Borrower or a Material Subsidiary maintains a banking relationship in the ordinary course of business; (v) any Security over assets acquired if the Security is not created in contemplation of the acquisition of that asset by the Borrower or the relevant Material Subsidiary and the principal amount secured has not been increased in contemplation of or since such acquisition and the Security is removed or discharged within 12 months of the date of the effective acquisition of such asset; (vi) any Security over an asset of any member of the Group (other than the Borrower) which becomes a Material Subsidiary after the date of this Agreement (whether an existing on member of the Group or any property or asset other entity which is acquired by a member of the Group after the date of this Agreement and upon such acquisition qualifies as Material Subsidiary) where such Security is created prior to the acquisition thereof by date on which it can be determined that the respective member of the Group has become a Material Subsidiary (such determination to be made as contemplated in the definition of “Material Subsidiary” in Clause 1.1 (Definitions)) or where the Material Subsidiary is an Obligor or any Subsidiary thereof arising entity acquired after the date of this Agreement and upon such acquisition pursuant to contractual commitments entered into qualifies as a Material Subsidiary, such Security is created prior to and not in contemplation of such acquisition; (iiivii) any Security arising in connection with conditional sale and retention of title agreements; (viii) any Security arising pursuant to or in connection with: (1) finance leases; (2) securities lending transactions (including without limitation repurchase transactions); (3) the sale, transfer or other disposal of receivables on recourse terms; (4) cash management, management arrangements; (5) netting or set-off arrangement arrangements; or (6) framework / master agreements relating to derivatives transactions; (ix) any Security over any asset held in Clearstream or combination of accounts arising Euroclear or any other securities depository or any clearing house in favour of any bank such securities depository or financial institution as a result of the day-to-day operation of banking arrangementsclearing house; (ivx) any Security arising under granted to another member of the Group; (xi) any retention Security created or subsisting with the prior written consent of titlethe Majority Lenders; (xii) any Security created or subsisting to secure any obligations incurred in order to comply with the requirements of section 8a of the German Altersteilzeitgesetz and/or section 7e of the German Social Security Code (Sozialgesetzbuch IV) (if and to the extent the obligations so secured constitute Financial Indebtedness); (xiii) any Security in Margin Stock, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect but only to the extent such Margin Stock constitutes more than 25 per cent. of goods supplied to any Obligor or any Subsidiary thereof in the ordinary course value of businessthe assets of the Borrower and its Material Subsidiaries; and (vxiv) any easement, right-of-way, zoning and similar restriction and other similar charge or encumbrance not interfering Security for Financial Indebtedness the amount of which (when aggregated with the ordinary course amount of business any other Financial Indebtedness which has the benefit of an Obligor or Security not permitted under the preceding exceptions) does not exceed Euro 250,000,000 (following conversion into Euro, if necessary) at any of its Subsidiariestime.

Negative Pledge. (a) Each 21.3.1 No Obligor shall not, (and the Italian Borrower shall procure each ensure that no other member of the Group not to, will) create or permit to subsist any Security over any of its assets. 21.3.2 No Obligor shall (and the Italian Borrower shall ensure that no other member of the Group will): (i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group’s assets ; (ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms; (iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to secure a combination of accounts; or (iv) enter into any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) withoutother preferential arrangement having a similar effect, in any such case, making effective provision whereby circumstances where the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or by such other Security as shall have been approved by of financing the Lender, for so long as such Financial Indebtedness will be so securedacquisition of an asset. (b) Paragraph (a) 21.3.3 Paragraphs 21.3.1 and 21.3.2 above does do not apply to any Security listed belowto: (i) any Security arising listed in Schedule 7 (Existing Security) except to the extent the principal amount secured by that Security is increased beyond the amount stated in that Schedule, it being agreed that any such increase shall be permitted to the extent that it falls in the basket set out in sub paragraph (vii)(A) or already arisen automatically by operation (B) of law, or for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedingsthis Clause (as the case may be); (ii) any Security existing on any property netting or asset prior to the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments set-off arrangement entered into prior to by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and not in contemplation of such acquisitioncredit balances; (iii) any cash management, netting or set-off arrangement or combination of accounts lien arising in favour of any bank or financial institution as a result of the day-to-day by operation of banking arrangementslaw and in the ordinary course of trading; (iv) any Security arising or Quasi-Security securing indebtedness permitted under paragraph 21.12.2, to the extent such Security or Quasi-Security is discharged within the date falling six months after the date of the relevant acquisition provided that if it is not so discharged it shall be permitted to the extent it falls within the basket set out in sub-paragraph (vii) below; (v) any retention of title, title transfer, hire purchase Security or conditional sale arrangement Quasi-Security in connection with deposits to landlords for lease rentals or arrangements having similar effect in respect of goods supplied to any Obligor tax or any Subsidiary thereof customs and excise authority, utility company or car leasing company, in each case granted in the ordinary course of business; andthe business of the relevant member of the Group; (vvi) any easementcash collateral granted in relation to the issue of a Bank Guarantee up to an amount equal to €15,000,000 in the aggregate at any time (without double counting any liability of the Borrowers under such Bank Guarantee); or (vii) any other Security or Quasi-Security not referred to in sub-paragraph (i) to (vi) above securing indebtedness permitted under Clause 21.12 (Indebtedness for Borrowed Money) the principal amount of which (A) in the case of the Obligors does not in aggregate exceed 5 per cent of the Consolidated Total Assets or (B) in the case of any other member of the Group does not in aggregate exceed twenty per cent of the Consolidated Equity of the Group, right-of-way, zoning and similar restriction and other similar charge in each case as determined at the end of any Relevant Period by reference to the Consolidated Financial Statements or encumbrance not interfering with the ordinary course Consolidated Quarterly Financial Statements (as the case may be) in respect of business of an Obligor or any of its Subsidiariessuch Relevant Period.

Negative Pledge. (a) Each No Obligor shall not, (and the Company shall procure each ensure that no other member of the Group not to, will) create or permit to subsist any Security over any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedits assets. (b) Paragraph No Obligor shall (and the Company shall ensure that no other member of the Group will): (i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group; (ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms; (iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset (any such matter being "QUASI-SECURITY"). (c) Subject to paragraph (d) below, paragraphs (a) and (b) above does do not apply to any Security listed belowto: (i) any Security arising netting or already arisen automatically set-off arrangement entered into by operation any member of law, or the Group in the ordinary course of its banking arrangements for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedingsthe purpose of netting debit and credit balances; (ii) any Security existing on any property or asset prior to lien arising by operation of law in the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to ordinary course of business and securing amounts not in contemplation of such acquisitionmore than 30 days overdue; (iii) any cash management, netting or set-off arrangement or combination lien arising by operating of accounts arising law in favour the ordinary course of any bank or financial institution as a result of business and securing amounts more than 30 days overdue PROVIDED THAT such overdue amounts are being contested by the day-to-day operation of banking arrangementsrelevant Obligor in good faith; (iv) any Security over or affecting (or transaction ("QUASI-SECURITY") described in paragraph (b) above) affecting any asset acquired by a member of the Group after the date of this Agreement if: (A) the Security or Quasi-Security was not created in contemplation of the acquisition of that asset by a member of the Group; (B) the principal amount secured has not been increased in contemplation of, or since the acquisition of that asset by a member of the Group; and (C) the Security or Quasi-Security is removed or discharged within three months of the date of acquisition of such asset; (v) any Security or Quasi-Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security or Quasi-Security is created prior to the date on which that company becomes a member of the Group, if: (A) the Security or Quasi-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 or Quasi-Security is removed or discharged within three months of that company becoming a member of the Group; or (vi) the Transaction Security; (vii) any netting or set-off arrangement entered into under any hedging transaction permitted under Clause 24.14 where the obligations of the parties are calculated by reference to net exposure under that hedging transaction; (viii) any Quasi-Security arising as a result of a sale, transfer or other disposal which is a permitted under Clause 24.4 (Disposals); (ix) any Security or Quasi-Security created after the commencement of legal proceedings with a view to preserving the status quo between the litigants pending the outcome of those proceedings, PROVIDED THAT such Security or Quasi-Security does not secure Financial Indebtedness exceeding in aggregate US$1,000,000 (or its equivalent in another currency or currencies) at any time and is released forthwith upon final determination of such litigation PROVIDED THAT such Security or Quasi-Security shall be created or arise solely pursuant to a legal obligation or requirement; (x) any Security or Quasi-Security over goods, documents of title to goods and related documents and insurances and their proceeds to secure liabilities of any member of the Group in respect of a letter of credit or other similar instrument issued for all or part of the purchase price and costs of shipment, insurance and storage of goods acquired by any member of the Group in the ordinary course of trading; (xi) easements, zoning restrictions and similar encumbrances on real property and minor irregularities in the title thereto that do not (i) secure obligations for the payment of money or (ii) materially impair the value of such property or its use by any member of the Group in the ordinary course of business; (xii) any Security or Quasi-Security arising under any retention of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof a member of the Group in the ordinary course of business; andtrading and not as a result of any default or omission by any member of the Group; (vxiii) any easement, rightQuasi Security arising as a result of any factoring of receivables permitted under Clause 24.14; (xiv) any Security or Quasi-of-way, zoning and similar restriction and other similar charge or encumbrance not interfering Security with the ordinary course consent of business the Majority Lenders; (xv) any Security or Quasi-Security created or subsisting to secure any obligations incurred in order to comply with the requirements of an Section 8a of the German Partial Retirement Act (Altersteilzeitgesetz) and/or Section 7d of the German Sozialgesetzbuch IV; (xvi) any Security or Quasi-Security securing indebtedness the principal amount of which (when aggregated with the principal amount of any other indebtedness which has the benefit of Security or Quasi Security given by any member of the Group other than any permitted under paragraphs (i) to (xv) above) does not at any time exceed US$1,500,000 (or its equivalent in another currency or currencies). (d) Flexsys Industria e Comercio Ltda is not permitted to create or permit to subsist any Security or Quasi-Security nor incur any secured or quasi-secured obligations (howsoever described) referred to in paragraph (c)(iv) to (c)(xv) above. (e) No Belgian Obligor shall create any Security or Quasi-Security (including but by no means limited to any pledge) over or affecting any inventory of its Subsidiariesthat Belgian Obligor.

Negative Pledge. (a) Each No Obligor shall not, (and the Company shall procure each ensure that no other member of the Group not to, will) create or permit to subsist any Security over any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedits assets. (b) Paragraph No Obligor shall (and the Company shall ensure that no other member of the Group will): (i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group; (ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms; (iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. (c) Paragraphs (a) and (b) above does do not apply to any Security listed belowto: (i) any Security arising netting or already arisen automatically set-off arrangement entered into by operation any member of law, or for taxes, assessments or governmental charges which is promptly discharged or disputed the Group in good faith by appropriate proceedingsthe normal course of its banking arrangements; (ii) any Security existing on any property or asset prior to the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments sale and leaseback arrangements entered into prior by a member of the Group subject to and not in contemplation a maximum aggregate amount of such acquisition£5,000,000 at any time outstanding; (iii) any cash management, netting or set-off arrangement or combination of accounts arising in favour of security for costs provided by any bank or financial institution as a result member of the day-to-day operation of banking arrangementsGroup in order to enable it to continue with court proceedings which are being brought by it or being defended by it in good faith; (iv) any retention of title arrangement entered into by any member of the Group in the normal course of its trading activities on the counterparty’s standard or usual terms; (v) any Security arising under by operation of law or which is otherwise incidental to the normal conduct of the business of the Company or any retention other member of title, title transfer, hire purchase the Group or conditional sale arrangement or arrangements having similar effect the ownership of their properties and which does not in the aggregate materially impair the use of such property in the operation of the business of the Company and the other members of the Group taken as a whole; (vi) any Security in respect of goods supplied taxes payable by a Subsidiary incorporated in the United States, where such taxes have not yet become subject to penalties for non-payment or the amount and validity of which is being contested in good faith by appropriate proceedings by that Subsidiary; (vii) any Obligor Security created or outstanding with the prior written consent of the Majority Lenders; (viii) any Security created by any Precious Metal Company which is party to a Consignment Agreement, in favour of or for the benefit of one or more Consignment Providers, to protect or improve their position as consignors under the Consignment Agreements, provided that such Security shall only be created over the business and assets of any Precious Metal Company. (ix) any Security in respect of assets acquired or constructed by the Company or any Subsidiary thereof other member of the Group after the date of this Agreement, which Security is created at the time of acquisition or completion of construction of such assets (or during the period of such construction) or within 120 days thereafter, to secure Financial Indebtedness incurred or assumed to finance all or any part of the purchase price of the acquisition or cost of construction of such assets (or any improvement thereon), provided that the aggregate principal amount of Financial Indebtedness secured by any such Security in respect of any such assets shall not exceed the fair market value of such assets and no such Security shall extend to or cover any other assets of the Company or any other member of the Group; (x) any Security incurred or deposit made in the ordinary course of businessbusiness (i) in connection with workers’ compensation, unemployment insurance and other types of social security or retirement benefits or (ii) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than Finance Leases), performance bonds or purchase, construction or sales contracts and other similar obligations; (xi) any Security listed in Schedule 10 (Existing Security) and not falling within any other paragraph of this paragraph (c) (except for any Security granted in connection with the Existing Facility which shall be discharged on repayment and cancellation in full of the Existing Facility); (xii) any Security securing any obligations in respect of any letter of credit or guarantees of any member of the Group subject to a maximum aggregate amount of £10,000,000; (xiii) any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement if: (i) the Security was not created in contemplation of the acquisition of that asset by a member of the Group; (ii) the principal amount secured has not been increased in contemplation of, or since the acquisition of, that asset by a member of the Group; and (viii) that Security is removed or discharged within 6 months of the date of acquisition of such asset; (xiv) any easementSecurity over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, right-of-waywhere the Security is created prior to the date on which that company becomes a member of the Group, zoning and similar restriction and if: (i) the Security was not created in contemplation of the acquisition of that company; (ii) the principal amount secured has not increased in contemplation of or since the acquisition of that company; and (iii) the Security is removed or discharged within 6 months of that company becoming a member of the Group; and (xv) in addition to any security subsisting pursuant to paragraphs (i) to (xiv) above any other similar charge or encumbrance Security, provided that the aggregate amount secured by all such Security falling within this paragraph (xv) does not interfering with the ordinary course of business of an Obligor or at any of its Subsidiariestime exceed £30,000,000.

Negative Pledge. (a) Each No Obligor shall not, (and shall procure each member that none of the Group not to, its Subsidiaries shall) create or permit to subsist any Security over any of the Group’s assets to secure any Financial Indebtedness of the Obligors its present or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedfuture assets. (b) Paragraph No Obligor shall (aand shall procure that none of its Subsidiaries shall) above does not apply dispose or agree to any Security listed belowdispose of: (i) any Security arising of its assets on terms whereby they are or already arisen automatically may be leased to or reacquired or acquired (other than pursuant to a sale and leaseback transaction on normal commercial terms) by operation of law, or for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedingsany Obligor; (ii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts, in circumstances where the transaction is entered into primarily as a method of raising Financial Indebtedness. c) Paragraphs a) and b) above shall not apply to any Security existing on which: (i) is an Existing Encumbrance provided that (i) such Existing Encumbrance and (ii) any property or asset prior such Security in respect of Financial Indebtedness to be refinanced by the Facilities shall be released without undue delay or, with respect to any land charges, shall be transferred to the acquisition thereof member of the Group in connection with such refinancing; (ii) arises in the ordinary course of business solely by an Obligor operation of law or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to on the basis of customary general terms and conditions (and not in contemplation as a result of such acquisitionany default or omission on the part of any member of the Group); (iii) any cash management, netting or setarises under cash-off arrangement or combination of accounts arising in favour of any bank or financial institution as a result of the day-to-day operation of banking arrangements; (iv) any Security arising under any retention of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof pooling agreements and hedging agreements entered into in the ordinary course of business; (iv) is created with the prior written consent of the Majority Lenders; (v) is securing inter-company loans not existing as of the date hereof which (if such loans are made by an Obligor) are subordinated to the Outstandings on terms acceptable to the Agent; (vi) is over or affecting an asset of any entity which becomes a member of the Group after the date of this Agreement, provided that: (A) such Security is created prior to the date on which such entity becomes a member of the Group; (B) such Security was not created in contemplation of the acquisition of that entity; and (vC) the principal amount secured by such Security has not been increased in contemplation of or since the acquisition of that entity; (vii) is over or affecting an asset acquired by any easement, right-of-way, zoning and similar restriction and other similar charge member of the Group after the date of this Agreement provided that: (A) such Security was not created in contemplation of that asset being acquired; and (B) the principal amount secured by such Security has not been increased in contemplation of or encumbrance not interfering since the acquisition of that asset; (viii) secures Financial Indebtedness the outstanding principal amount of which (when aggregated with the ordinary course outstanding principal amount of business any other Financial Indebtedness having the benefit of an Obligor Security given by any member of the Group) does not exceed USD 20,000,000 (or its equivalent in other currencies) at any time; or (ix) prior to the Delisting is over or affecting any shares of its Subsidiariesthe Target held by any member of the Group.

Negative Pledge. (a) Each No Obligor shall not, (and each Obligor shall procure each member ensure that none of the Group not to, its Subsidiaries will) create or permit to subsist any Security over any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedits assets. (b) Paragraph (a) above does not apply to any Security listed belowto: (i) any Security liens arising or already arisen automatically solely by operation of lawlaw and in the ordinary course of business; (ii) rights of set-off existing in the ordinary course of trading activities between any member of the Group and its respective suppliers or customers; (iii) rights of set-off arising by operation of law or by contract by virtue of the provision to any member of the Group of clearing bank facilities, cash pooling facilities, overdraft facilities or hedging facilities permitted under this Agreement; (iv) any retention of title to goods supplied to any member of the Group where such retention is required by the supplier in the ordinary course of its trading activities and on its standard terms and the goods in question are supplied on credit; (v) Security (except for any Security expressed to be created as a floating charge) arising under finance leases, hire purchase, conditional sale agreements, or other agreements for the acquisition of assets on deferred payment terms permitted under Clause 23.15 (Leasing Arrangements) and only to the extent such Security is granted by the relevant Obligor over assets comprised within or constituted by such arrangements; (vi) Security arising under the Security Documents; (vii) Security existing at the time of acquisition on or over any asset acquired by it after the Restatement Date or, in the case of a person which becomes a member of the Group after the Restatement Date, any Security existing on or over its assets when it became a member of the Group, in each case, if: (A) such Security was not created in contemplation of or in connection with that acquisition or, as the case may be, it becoming a member of the Group; (B) the principal amount secured has not been increased in contemplation of or in connection with that acquisition or, as the case may be, it becoming a member of the Group; (viii) any Security to which the Majority Lenders have given their prior written consent; (ix) inchoate Security for taxes, assessments or governmental charges or levies not yet due and payable and Security for taxes, assessments or governmental charges or levies, which is promptly discharged or disputed are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with U.S. GAAP, which proceedings (or orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the assets subject to any such Security; (x) Security imposed by any court pursuant to a judgment or award not resulting in an Event of Default and in respect of which the relevant Group Company shall in good faith be initiating an appeal or proceedings for review in respect of which the court has granted a subsisting stay of execution pending such appeal or proceedings; (iixi) Security (other than any Security existing on any property imposed by ERISA) (a) imposed by law or asset prior to the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not deposits made in contemplation of such acquisition; (iii) any cash management, netting or set-off arrangement or combination of accounts arising in favour of any bank or financial institution as a result of the day-to-day operation of banking arrangements; (iv) any Security arising under any retention of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof connection therewith in the ordinary course of business; and (v) any easementbusiness in connection with workers’ compensation, right-of-way, zoning and similar restriction unemployment insurance and other similar charge or encumbrance not interfering with types of social security, (b) incurred in the ordinary course of business (or in the case of an Obligor trade contracts in the ordinary course of trading) to secure the performance of tenders, statutory obligations (other than excise taxes), surety, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money) or (c) arising by virtue of deposits made in the ordinary course of business to secure liability for premiums to insurance carriers; provided that (I) with respect to paragraphs (a), (b) and (c) hereof, such Security is for amounts not yet due and payable or, to the extent such amounts are so due and payable, such amounts are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with U.S. GAAP, which proceedings for orders entered in connection with such proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Security, and (II) to the extent such Security is not imposed by law, such Security shall in no event encumber any property other than cash and Cash Equivalents which have been deposited with such security holder or has otherwise been subordinated to the Security securing the Secured Obligations hereunder pursuant to a landlord security waiver and access agreement; (xii) Security in favour of customs and revenues authorities which secure payment of customs duties in connection with the importation of goods to the extent required by law; (xiii) Security over deposits made to provide cash cover for obligations of the Group pursuant to bank guarantees issued in connection with Project Ani Acquisition and under which the Group has a maximum aggregate actual or contingent liability which does not at any time exceed £2,500,000; and (xiv) any Security securing indebtedness the principal amount of which (when aggregated with the principal amount of any other indebtedness which has the benefit of Security other than any permitted under paragraphs (i) to (xviii) above) does not exceed $5,000,000 (or its Subsidiariesequivalent in another currency or currencies) at any time.

Negative Pledge. (a) Each No Obligor shall not, (and the Company shall procure each ensure that no other member of the Group not to, will) create or permit to subsist any Security over any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedits assets. (b) Paragraph No Obligor shall (and the Company shall ensure that no other member of the Group will): (i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group; (ii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iii) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. (c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms. (d) Paragraphs (a) and (b) above does do not apply to any Security listed belowto: (i) any Security arising comprising a netting or already arisen automatically set-off arrangement entered into by operation any member of law, or the Group in the ordinary course of its banking arrangements for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedingsthe purpose of netting debit and credit balances; (ii) any Security existing on over goods and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any property or asset prior to member of the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not in contemplation of such acquisitionGroup; (iii) any cash managementSecurity existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, netting as so disclosed, is not thereafter increased or set-off arrangement or combination of accounts arising in favour of any bank or financial institution as a result of the day-to-day operation of banking arrangementsits maturity extended; (iv) any Security arising under over or affecting any retention asset acquired by a member of titlethe Group after the date of this Agreement, title transferprovided that: (A) the Security was not created in contemplation of that acquisition; LD885224/26 (B) the amount thereby secured has not been increased in contemplation of, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof in since the ordinary course of businessdate of, that acquisition; and (C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six months of the date of acquisition; (v) any easementSecurity over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, right-where the Security is created prior to the date on which that company becomes a member of the Group, provided that: (A) the Security was not created in contemplation of the acquisition of that company; (B) the amount thereby secured has not been increased in contemplation of-way, zoning or since the date of, that acquisition; and (C) unless the Security is in favour of a government or utility supplier and similar restriction was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six months of that company becoming a member of the Group; (vi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company; (vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement; (viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under paragraphs (i) to (vii) above and (B) any other similar charge Financial Indebtedness permitted under Clause 23.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time (or encumbrance not interfering with its equivalent in any other currency or currencies); or (ix) any Security approved by the ordinary course of business of an Obligor or any of its SubsidiariesMajority Lenders.

Negative Pledge. (a) Each Obligor shall notExcept as provided in paragraph (b) below, and shall procure each no member of the Group not to, may create or permit allow to subsist exist any Security over Interest on any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedits assets. (b) Paragraph (a) above does not apply to any Security listed belowto: (i) any Security arising Interest created or already arisen automatically evidenced by operation of law, the Finance Documents or for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedingsthe VAT Finance Documents; (ii) any Security Interest (existing as at the date of this Agreement) over assets of any member of the Group securing Financial Indebtedness under the Existing Hungarotel Credit Agreement or the Existing Pantel Credit Agreement, provided that such Security Interest is irrevocably released and discharged on any property or asset prior to simultaneously with Hungarotel Closing or Pantel Closing, as the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not in contemplation of such acquisitioncase may be; (iii) any cash management, netting lien arising by operation of law or set-off any lien or retention of title arrangement or combination arising by agreement to substantially the same effect and in the ordinary course of accounts arising in favour of any bank or financial institution business and not as a result of any default or omission by any member of the day-to-day operation Group and which is discharged within 90 days of banking arrangementsits creation; (iv) any Security arising under any retention Interest comprising a netting or set-off arrangement entered into by a member of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof the Group with an Approved Bank in the ordinary course of businessits banking arrangements for the purpose of netting debit and credit balances, provided that: (A) such arrangement does not permit credit balances of Obligors to be netted with debit balances of Non-Obligors; and (B) such arrangement does not give rise to other Security Interests over the assets of Obligors in support of the liabilities of Non-Obligors; (v) any easementSecurity Interest on an asset acquired by a member of the Group after the date of Hungarotel Closing under any Permitted Acquisition or on an asset (as at the date of a person’s acquisition by a member of the Group under any Permitted Acquisition) of that person, rightbut only if: (A) the Security Interest is discharged within the period of three months from the date of acquisition; (B) the Security Interest was not created in contemplation of that acquisition; and (C) the principal amount secured by that Security Interest is permitted under Clause 19.7(b)(iii) (Financial Indebtedness) and (in any case) has not been incurred or increased or its maturity date extended in contemplation of, or since, that acquisition; (vi) any netting of payments under permitted Treasury Transactions; (vii) any Security Interest expressly permitted in writing by the Majority Lenders (provided that the amount secured by that Security Interest is not increased above the permitted amount); and (viii) any Security Interest (not being over any asset subject to any Security Interest under the Security Documents and not being over any asset of any Obligor) securing that member of the Group’s own indebtedness the Base Currency Equivalent of which (when taken together with any other indebtedness which has the benefit of a Security Interest not permitted under the preceding sub-ofparagraphs) does not exceed 5% of the total consolidated assets of the Company as set out in its most recent financial statements at any time. (c) No member of the Group may: (i) dispose of any of its assets on terms where it is or may be or may be required to be leased to or re-way, zoning and similar restriction and other similar charge acquired or encumbrance not interfering with acquired by a member of the ordinary course of business of an Obligor Group or any of its related entities; or (ii) dispose of any of its receivables on recourse terms; (iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iv) enter into any other preferential arrangement having a similar effect, in circumstances where the transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. (d) A reference in this Subclause to a member of the Group includes (until the Facility Agent accepts the resignation of ▇▇▇▇▇▇ ▇▇. under Clause 28.7 (Resignation of ▇▇▇▇▇▇ ▇▇.)) ▇▇▇▇▇▇ ▇▇. and its Subsidiaries.

Negative Pledge. (a) Each 22.4.1 No Obligor shall not, (and the Obligors shall procure each ensure that no other member of the Lesaka Group not to, will) create or permit to subsist any Security over any of its assets. 22.4.2 No Obligor shall (and the Group’s assets to secure any Financial Indebtedness Obligors shall ensure that no other member of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so secured.Lesaka Group will): (b) Paragraph (a) above does not apply sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to any Security listed below: (i) any Security arising or already arisen automatically by operation of law, or for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedings; (ii) any Security existing on any property or asset prior to the acquisition thereof re-acquired by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not in contemplation other member of such acquisitionthe Lesaka Group; (iiib) sell, transfer or otherwise dispose of any of its receivables on recourse terms; (c) enter into or permit to subsist any title retention arrangement; (d) enter into or permit to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (e) enter into or permit to subsist any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. 22.4.3 Clauses 22.4.1 and 22.4.2 do not apply to the following Security (each a Permitted Encumbrance): (a) any cash managementSecurity given or purported to be given as Transaction Security; (b) any Security referred to in Schedule 10 (Disclosure Schedule) given as at the Signature Date; (c) any lien arising by operation of law and in the ordinary course of trading, and not as a result of any default or omission by any member of the Lesaka Group; (d) any netting or set-off arrangement or combination of accounts arising in favour of entered into by any bank or financial institution as a result member of the day-to-day operation of banking arrangements; (iv) any Security arising under any retention of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof Group with an Approved Bank in the ordinary course of businessits banking arrangements for the purpose of netting debit and credit balances, but only if the arrangement does not permit credit balances of Obligors to be netted with debit balances of members of the Lesaka Group which are not Obligors; (e) any netting of payments under a Permitted Treasury Transaction (including netting on a close-out of a Permitted Treasury Transaction); (f) any Security over or affecting any asset acquired by a member of the Lesaka Group after the Signature Date if: (i) the Security was not created in contemplation of the acquisition of that asset by a member of the Lesaka Group; (ii) the principal amount secured has not been increased in contemplation of or since the acquisition of that asset by a member of the Lesaka Group; and (viii) the Security is removed or discharged within 3 months of the date of acquisition of such asset; (g) any easementSecurity over or affecting any asset of any company which becomes a member of the Lesaka Group after the Signature Date where the Security is created prior to the date on which that company becomes a member of the Lesaka Group, right-of-way, zoning and similar restriction and other similar charge if: (i) the Security was not created in contemplation of the acquisition of that company; (ii) the principal amount secured has not been increased in contemplation of or encumbrance not interfering with since the ordinary course acquisition of business that company; and (iii) the Security is removed or discharged within 3 months of an Obligor the date of that company becoming a member of the Lesaka Group; (h) any Security arising under: (i) a finance or any of its Subsidiaries.capital lease; or

Negative Pledge. (a) Each No Obligor shall not, (and each Obligor shall procure each member ensure that none of the Group not to, its Subsidiaries will) create or permit to subsist any Security over any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedits assets. (b) Paragraph (a) above does not apply to any Security listed belowto: (i) any Security liens arising or already arisen automatically solely by operation of lawlaw and in the ordinary course of business; (ii) rights of set-off existing in the ordinary course of trading activities between any member of the Group and its respective suppliers or customers; (iii) rights of set-off arising by operation of law or by contract by virtue of the provision to any member of the Group of clearing bank facilities, cash pooling facilities, overdraft facilities or hedging facilities permitted under this Agreement; (iv) any retention of title to goods supplied to any member of the Group where such retention is required by the supplier in the ordinary course of its trading activities and on its standard terms and the goods in question are supplied on credit; (v) Security (except for any Security expressed to be created as a floating charge) arising under finance leases, hire purchase, conditional sale agreements, or other agreements for the acquisition of assets on deferred payment terms permitted under Clause 22.15 (Leasing Arrangements) and only to the extent such Security is granted by the relevant Obligor over assets comprised within or constituted by such arrangements; (vi) Security arising under the Security Documents; Table of Contents (vii) Security existing at the time of acquisition on or over any asset acquired by it after the Restatement Date or, in the case of a person which becomes a member of the Group after the Restatement Date, any Security existing on or over its assets when it became a member of the Group, in each case, if: (A) such Security was not created in contemplation of or in connection with that acquisition or, as the case may be, it becoming a member of the Group; (B) the principal amount secured has not been increased in contemplation of or in connection with that acquisition or, as the case may be, it becoming a member of the Group; (viii) any Security to which the Majority Lenders have given their prior written consent; (ix) inchoate Security for taxes, assessments or governmental charges or levies not yet due and payable and Security for taxes, assessments or governmental charges or levies, which is promptly discharged or disputed are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with U.S. GAAP, which proceedings (or orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the assets subject to any such Security; (x) Security imposed by any court pursuant to a judgment or award not resulting in an Event of Default and in respect of which the relevant Group Company shall in good faith be initiating an appeal or proceedings for review in respect of which the court has granted a subsisting stay of execution pending such appeal or proceedings; (iixi) Security (other than any Security existing on any property imposed by ERISA) (a) imposed by law or asset prior to the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not deposits made in contemplation of such acquisition; (iii) any cash management, netting or set-off arrangement or combination of accounts arising in favour of any bank or financial institution as a result of the day-to-day operation of banking arrangements; (iv) any Security arising under any retention of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof connection therewith in the ordinary course of business; and (v) any easementbusiness in connection with workers’ compensation, right-of-way, zoning and similar restriction unemployment insurance and other similar charge or encumbrance not interfering with types of social security, (b) incurred in the ordinary course of business (or in the case of an Obligor trade contracts in the ordinary course of trading) to secure the performance of tenders, statutory obligations (other than excise taxes), surety, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money) or (c) arising by virtue of deposits made in the ordinary course of business to secure liability for premiums to insurance carriers; provided that (I) with respect to paragraphs (a), (b) and (c) hereof, such Security is for amounts not yet due and payable or, to the extent such amounts are so due and payable, such amounts are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with U.S. GAAP, which proceedings for orders entered in connection with such proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Security, and (II) to the extent such Security is not imposed by law, such Security shall in no event encumber any property other than cash and Cash Equivalents which have been deposited with such security holder or has otherwise been subordinated to the Security securing the Secured Obligations hereunder pursuant to a landlord security waiver and access agreement; (xii) Security in favour of customs and revenues authorities which secure payment of customs duties in connection with the importation of goods to the extent required by law; and (xiii) any Security securing indebtedness the principal amount of which (when aggregated with the principal amount of any other indebtedness which has the benefit of Security other than any permitted under paragraphs (i) to (xviii) above) does not exceed $5,000,000 (or its Subsidiariesequivalent in another currency or currencies) at any time.

Negative Pledge. (a) Each Obligor shall notExcept as provided below, and shall procure each no member of the Parent Group not to, may create or permit allow to subsist exist any Security over Interest on any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedits assets. (b) Paragraph (a) above does not apply to any Security listed belowto: (i) any Security arising Interest created or already arisen automatically by operation permitted to exist with the prior consent of law, or for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedingsthe Facility Agent; (ii) any Security existing on any property Interest constituted by the indenture dated 10th April, 2001 entered into by the Parent in connection with the Senior Secured Notes or asset prior over the shares in the Company under the Share Pledge Agreement or the intercompany indebtedness of the Company to the acquisition thereof Parent under the Security Assignment Agreement, in each case in favour of the holders of the Senior Secured Notes, and as required by an Obligor or any Subsidiary thereof arising after such acquisition pursuant (and referred to contractual commitments entered into prior to and not in contemplation of such acquisitionin) that indenture; (iii) any cash management, Security Interest comprising a netting or set-off arrangement or combination of accounts arising in favour of any bank or financial institution as entered into by a result member of the day-to-day operation Parent Group in the ordinary course of its banking arrangementsarrangements for the purpose of netting debit and credit balances; (iv) any Security Interest arising under any retention by operation of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof law and in the ordinary course of business; andbusiness and securing amounts not more than 90 days overdue; (v) any easementSecurity Interest on an asset, right-or an asset of any person, acquired by a member of the Parent Group after the date of this Agreement but only for the period of six months from the date of acquisition and to the extent that the principal amount secured by that Security Interest has not been incurred or increased in contemplation of-way, zoning or since, the acquisition; (vi) any Security Interest over assets acquired after the date of this Agreement as security for or in respect of Financial Indebtedness incurred solely to finance all or part of the purchase price of those assets, provided that the Security Interest is created at the time of the acquisition and similar restriction the maximum amount of the Financial Indebtedness secured by that Security Interest does not exceed the purchase price and other similar charge or encumbrance not interfering that such Security Interests are discharged within six months from the date of acquisition; (vii) any Security Interest over amounts which a member of the Parent Group is required under the rules of any relevant financial exchange to place as collateral with a financial exchange in relation to derivative instruments entered into in the ordinary course of business trade; (viii) any Security Interest (the new Security Interest) created in substitution for any of an Obligor the Security Interests referred to in paragraphs (i) to (vii) above (including in favour of any refinancier of the indebtedness secured by any of those Security Interests), provided that the new Security Interest subsists over the same asset(s) as had been secured by the Security Interest which it replaced, the principal, capital or nominal amount secured by the new Security Interest does not exceed the amount permitted to be secured by the Security Interest which it replaced, and (in the case of new Security Interests created in substitution for Security Interests permitted under paragraphs (v) and (vi) above) the new Security Interests are discharged within the original period of six months referred to in those paragraphs; and (ix) any Security Interest securing indebtedness the amount of which (when aggregated with the amount of any other indebtedness which has the benefit of a Security Interest not allowed under the preceding sub-paragraphs) does not exceed euro15,000,000 or its equivalent at any time (when aggregated with the value of transactions permitted in accordance with paragraph (c) below). (c) No member of the Parent Group may: (i) sell, transfer or otherwise dispose of any of its assets on terms where it is or may be leased to or re-acquired or acquired by a member of the Parent Group or any of its Subsidiariesrelated entities; or (ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms, in circumstances where the transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset, except where the value of such sale, transfer or disposal does not exceed euro15,000,000 or its equivalent at any time (when aggregated with the amount of any indebtedness subject to a Security Interest referred to in paragraph (b)(ix) above).

Negative Pledge. (a) Each No Obligor shall not, (and the Guarantor shall procure each ensure that no other member of the Group not toGroup, other than a Project Finance Subsidiary, will) create or permit to subsist any Security over any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedits assets. (b) Paragraph No Obligor shall (and the Guarantor shall ensure that no other member of the Group, other than a Project Finance Subsidiary, will): (i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group; (ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms; (iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. (c) Paragraphs (a) and (b) above does do not apply to any Security listed belowto: (i) any Security arising netting or already arisen automatically set-off arrangement entered into by operation any member of law, or the Group in the ordinary course of its banking arrangements for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedingsthe purpose of netting debit and credit balances; (ii) any Security existing on security for costs provided by any property member of the Group in order to enable it to continue with court proceedings which are being brought by it or asset prior to the acquisition thereof being defended by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not it in contemplation of such acquisitiongood faith; (iii) any cash management, netting or set-off retention of title arrangement or combination of accounts arising in favour of entered into by any bank or financial institution as a result member of the day-to-day operation Group in the normal course of banking arrangementsits trading activities on the counterparty’s standard or usual terms; (iv) any Security security arising under any retention by operation of title, title transfer, hire purchase law or conditional sale arrangement or arrangements having similar effect in respect which is otherwise incidental to the normal conduct of goods supplied to any Obligor the business of the Borrower or any Subsidiary thereof other member of the Group, including security arising by operation of law over any vessels owned by a Group member in the ordinary course of business; andbusiness which is not more than 60 days overdue; (v) any easementsecurity created or outstanding with the prior written consent of the Majority Banks; (vi) any security for Taxes either not yet assessed or, right-of-wayif assessed, zoning and similar restriction and other similar charge not yet due or encumbrance payable or which are contested; (vii) any lien for salvage, any ship repairer’s or outfitter’s possessory lien in each case for a sum not interfering with exceeding US$5,000,000 or any lien for general average or for O.I.M.’s, officer’s or crew’s wages, in each case incurred in the ordinary course of business in respect of an Obligor amounts which are not more than 60 days overdue; (viii) any security in the nature of pre-emption rights in respect of the shares in any joint venture or any other person who is not a member of its Subsidiariesthe Group; (ix) any security in favour of the Government of the Republic of Brazil over land, buildings and other assets in Brazil the value of which does not, in aggregate at any time, exceed US$1,000,000; (x) any security created in the ordinary course of business over or in respect of motor vehicles, computers and other usual office equipment the value of which does not, in aggregate at any time, exceed US$2,000,000; (xi) any security over or affecting any asset acquired by a member of the Group after the date of the agreement if: (A) the security was not created in contemplation of the acquisition of that asset by a member of the Group; (B) the principal amount secured has not been increased in contemplation of, or since the acquisition of, that asset by a member of the Group; and (iii) that security is removed or discharged within 6 months of the date of acquisition of such asset; (xii) any security over or affecting any asset of any company which becomes a member of the Group after the date of the agreement, where the security is created prior to the date on which that company becomes a member of the Group, 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 6 months of that company becoming a member of the Group; and (xiii) in addition to any security subsisting pursuant to paragraphs (i) to (xii) above any other security, provided that the aggregate amount secured by all such security falling within this paragraph (xiv) does not at any time exceed US$20,000,000.

Negative Pledge. (a) Each Obligor Neither the Borrower nor any of its Material Subsidiaries shall not, and shall procure each member of the Group not to, create or permit to subsist any Security over any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedits assets. (b) Paragraph Neither the Borrower nor any of its Material Subsidiaries shall: (i) sell, transfer or otherwise dispose of any of its receivables on recourse terms; (ii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iii) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. (c) Paragraphs (a) and (b) above does do not apply to any Security listed belowto: (i) any Security arising or already arisen automatically listed in Schedule 6 (Existing Security) and any renewals and extensions thereof except to the extent the principal amount secured by operation of law, or for taxes, assessments or governmental charges which is promptly discharged or disputed that Security exceeds the amount stated in good faith by appropriate proceedingsthat Schedule; (ii) any Security existing on any property netting or asset prior to the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments set-off arrangement entered into prior to by the Borrower or its Subsidiaries in the ordinary course of its banking arrangements for the purpose of netting debit and not in contemplation of such acquisitioncredit balances; (iii) any cash management, netting or set-off arrangement or combination of accounts Security arising in favour of any bank or financial institution as a result of the day-to-day by operation of banking arrangementslaw and in the ordinary course of trading; (iv) any Security over or affecting any asset acquired by the Borrower or its Subsidiaries after the date of this Agreement if: (A) the Security was not created in contemplation of the acquisition of that asset by the Borrower or its Subsidiaries; (B) the principal amount secured has not been increased in contemplation of, or since the acquisition of that asset by the Borrower or its Subsidiaries; and (C) the Security is removed or discharged within 3 months of the date of acquisition of such asset; (v) any Security over or affecting any asset of any company which becomes a Subsidiary after the date of this Agreement, where the Security is created prior to the date on which that company becomes a Subsidiary, 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 3 months of that company becoming a Subsidiary; (vi) any Security entered into pursuant to any Finance Document; (vii) easements, rights of way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or its Subsidiaries; (viii) any Security arising under any retention of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor the Borrower or any Subsidiary thereof its Subsidiaries in the ordinary course of business; and (v) trading and on the supplier’s standard or usual terms and not arising as a result of any easement, right-of-way, zoning and similar restriction and other similar charge default or encumbrance not interfering with omission by the ordinary course of business of an Obligor Borrower or any of its Subsidiaries; (ix) any Security on the proceeds of assets, which assets were subject to Security permitted hereunder or on assets acquired with such proceeds as a replacement of such former assets; (x) any Security on Receivables (as defined in the Parent Guaranty) and Receivables-Related Assets (as defined in the Parent Guaranty) in connection with any Permitted Receivables Purchase Facility (as defined in the Parent Guaranty); or (xi) any Security securing indebtedness the principal amount of which (when aggregated with the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group other than any permitted under paragraphs (i) to (vi) above) does not exceed $100,000,000 (or its equivalent in another currency or currencies). All items referred to in this Clause 20.3(c) are, together, the “Permitted Security”.

Negative Pledge. (a) Each No Obligor shall notwill, and shall each Obligor will procure each that no other member of the Group not towill, create or permit to subsist any Security over any of Encumbrance on the Group’s assets to secure any Financial Indebtedness of the Obligors whole or any Subsidiary thereof (part of its respective present or any guarantees future business, assets or indemnity in respect thereof) withoutundertaking, in any such case, making effective provision whereby except for the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so secured. (b) Paragraph (a) above does not apply to any Security listed below:following:- (i) any Encumbrances constituted or evidenced by the Security arising or already arisen automatically by operation of law, or for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedingsDocuments; (ii) any Security existing on any property or asset prior Encumbrances expressly permitted by a Waiver Letter, provided that, except to the acquisition thereof extent permitted by an Obligor any of the following exceptions, the principal amount of the indebtedness secured by such Encumbrances shall not at any time be increased beyond the amount so permitted, save as permitted by a further Waiver Letter; (iii) Encumbrances arising by operation of law (or by agreement to the same effect) in the ordinary course of business and not as a result of any Subsidiary thereof default or omission on the part of any member of the Group, including without limitation (but subject as aforesaid) (A) any rights of set-off with respect to demand or time deposits with financial institutions and bankers' liens with respect to property held by financial institutions, save in each case where such arrangements are deliberately established for the purpose of affording security to the bank or financial institution concerned and (B) Encumbrances with respect to Taxes; (iv) Encumbrances over goods and documents of title to goods (and related insurances) arising after such acquisition pursuant to contractual commitments in the ordinary course of letter of credit transactions entered into prior to in the ordinary course of trade; (v) Encumbrances over assets (other than the Shares) acquired by members of the Group and existing at the date of their acquisition but not created in contemplation of their acquisition, provided that (A) 58 the principal amount secured by any such Encumbrances shall not be increased beyond the amount secured thereby at the date of such acquisition and (B) such Encumbrances are released and discharged within six months after such acquisition; (iiivi) any cash management, netting or set-off arrangement or combination Encumbrances over credit balances on bank accounts of accounts arising in favour of any bank or financial institution as a result members of the day-to-day Group created in order to facilitate the operation of banking arrangementssuch bank accounts and other bank accounts of such members of the Group with the same bank on a net balance basis with credit balances and debit balances on the various accounts being netted off for interest purposes; (ivvii) any Security Encumbrance created under or in connection with or arising under out of any retention pooling settlement, arrangements or agreements (including, but without limitation, the Pooling and Settlement Agreement) of titlethe electricity generation, title transfer, hire purchase supply and distribution industry or conditional sale arrangement any transactions or arrangements having similar effect entered into in respect a form usual in such industry in connection with the management of goods supplied to risks relating thereto; (viii) any Obligor Encumbrance created by a Project Finance Subsidiary over an asset and/or the income, cash flow or other proceeds deriving from an asset owned by it which secures only Project Finance Indebtedness of that Project Finance Subsidiary incurred for the purpose of financing the acquisition, development, ownership and operation of that asset; (ix) any Subsidiary thereof Encumbrance created over (and giving the creditor recourse only to) the shares in the ordinary course capital of businessa Project Finance Subsidiary securing only Project Finance Indebtedness of that Project Finance Subsidiary; andor (vx) any easement, right-of-way, zoning and similar restriction and Encumbrances (other similar charge than over the Shares) not otherwise permitted pursuant to paragraphs (i)-(ix) (inclusive) above together securing indebtedness in an aggregate principal amount not exceeding 50,000,000 pounds (or encumbrance not interfering with the ordinary course of business of an Obligor or any of its Subsidiariesequivalent in other currencies).

Negative Pledge. (a) Each Obligor The Borrower shall not, not (and shall procure each ensure that no other member of the Borrower Group not to, will) create or permit to subsist any Security or Quasi-Security over any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedits assets. (b) Paragraph (a) above does not apply to any Security listed belowto: (i) the Security created pursuant to any of the Security arising or already arisen automatically by operation of law, or for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedingsDocuments; (ii) any Security existing on any property netting or asset prior to the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments set-off arrangement entered into prior to by any member of the Borrower Group in the ordinary course of its banking arrangements for the purpose of netting debit and not in contemplation of such acquisitioncredit balances; (iii) any cash management, payment or close out netting or set-off arrangement or combination of accounts arising in favour of pursuant to any bank or financial institution as hedging transaction entered into by a result member of the dayBorrower Group for the purpose of: (A) hedging any risk to which any member of the Borrower Group is exposed in its ordinary course of trading; or (B) its interest rate or currency management operations which are carried out in the ordinary course of business and for non-tospeculative purposes only, excluding, in each case, any Security or Quasi-day operation of banking arrangementsSecurity under a credit support arrangement in relation to a hedging transaction; (iv) any lien arising solely by operation of law and in the ordinary course of trading provided that the debt which is secured thereby is paid when due or contested in good faith by appropriate proceedings and properly provisioned; (v) any Security or Quasi-Security over or affecting any asset acquired by a member of the Borrower Group after the date of this Agreement if: (A) the Security or Quasi-Security was not created in contemplation of the acquisition of that asset by a member of the Borrower Group; (B) the principal amount secured has not been increased in contemplation of or since the acquisition of that asset by a member of the Borrower Group; and (C) the Security or Quasi-Security is removed or discharged within one month of the date of acquisition of such asset; (vi) any Security or Quasi-Security over or affecting any asset of any company which becomes a member of the Borrower Group after the date of this Agreement, where the Security or Quasi-Security is created prior to the date on which that company becomes a member of the Borrower Group, if: (A) the Security or Quasi-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 or Quasi-Security is removed or discharged within one month of that company becoming a member of the Borrower Group; (vii) any Security or Quasi-Security arising under any retention of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof a member of the Borrower Group in the ordinary course of business; andtrading and on the supplier’s standard or usual terms and not arising as a result of any default or omission by any member of the Borrower Group; (vviii) any easement, rightSecurity or Quasi-ofSecurity created pursuant to any Finance Document; (ix) any Security or Quasi-way, zoning and similar restriction and other similar charge Security created or encumbrance not interfering any arrangement or transaction entered into with the ordinary course consent of business the Majority Lenders; (x) any Security or Quasi-Security securing indebtedness the principal amount of an Obligor which (when aggregated with the principal amount of any other indebtedness which has the benefit of Security given by any member of the Borrower Group other than any permitted under paragraphs (b)(i) to (b)(ix) above) does not exceed US$10,000,000 (or any of its Subsidiariesequivalent in another currency or currencies).

Negative Pledge. (a) Each Obligor The Borrower shall not, not (and shall procure each member of the that no other Group not to, Company shall) create or permit to subsist any Security over any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedits assets. (b) For the purposes of this Paragraph 23, the term Security shall also include any arrangement or transaction on assets or receivables or money (such as the sale, transfer or other disposal of assets on terms whereby they are or may be leased to or re-acquired by any Group Company, the sale, transfer or other disposal of any receivables on recourse terms or any arrangement under which money or the benefit of a bank account or other account may be applied or set off or any preferential arrangement having a similar effect) in circumstances where the arrangement or transaction is entered into primarily as a method of raising credit or of financing the acquisition of an asset. (c) Paragraph (a) above does not apply to any Security Security, listed below: (i) any Security arising netting or already arisen automatically set-off arrangement entered into by operation any Group Company in the ordinary course of law, or its banking arrangements for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedingsthe purpose of netting debit and credit balances; (ii) any Security existing on any property payment or asset prior to the acquisition thereof by an Obligor close out netting or any Subsidiary thereof arising after such acquisition set-off arrangement pursuant to contractual commitments entered into prior any Permitted Hedging, but excluding any Security under a credit support arrangement in relation to and not in contemplation of such acquisitiona hedging transaction; (iii) any cash management, netting or set-off arrangement or combination of accounts lien arising in favour of any bank or financial institution as a result of the day-to-day by operation of banking arrangementslaw and in the ordinary course of trading; (iv) any Security over or affecting any asset acquired by Group Company after the date of this Contract if: (1) the Security was not created in contemplation of the acquisition of that asset by a Group Company; (2) the principal amount secured has not been increased in contemplation of or since the acquisition of that asset by a Group Company; and (3) the Security is removed or discharged within 3 months of the date of acquisition of such asset; (v) any Security over or affecting any asset of any company which becomes a Group Company after the date of this Contract, where the Security is created prior to the date on which that company becomes a Group Company, if: (1) the Security was not created in contemplation of the acquisition of that company; \\1076678 ▇▇▇▇-▇▇▇▇-▇▇▇▇ v7 Hogan Lovells (2) the principal amount secured has not increased in contemplation of or since the acquisition of that company; and (3) the Security is removed or discharged within 3 months of that company becoming a Group Company; (vi) any Security entered into pursuant to this Contract; (vii) any Security arising under any retention of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof a Group Company in the ordinary course of businesstrading and on the supplier's standard or usual terms and not arising as a result of any default or omission by any Group Company; andor (vviii) any easement, right-of-way, zoning and similar restriction and other similar charge or encumbrance not interfering Security securing indebtedness the principal amount of which (when aggregated with the ordinary course principal amount of business any other indebtedness which has the benefit of an Obligor Security given by a Group Company other than any permitted under Paragraphs (i) to (viii) above) does not exceed EUR 500,000 (or any of its Subsidiariesequivalent in another currency or currencies).

Negative Pledge. (a) Each No TCN Group Obligor shall not, (and TCN shall procure each that no member of the TCN Group not to, shall) create or permit to subsist any Security Encumbrance over all or any of the Group’s its present or future revenues or assets to secure or prefer any present or future Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such Person other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so secured.than an Encumbrance: (b) Paragraph (a) above does not apply to any Security listed belowwhich is an Existing Encumbrance set out in: (i) any Security arising or already arisen automatically by operation Part 1A of law, or for taxes, assessments or governmental charges which Schedule 10 (Existing Encumbrances) provided that such Encumbrance is promptly discharged or disputed in good faith by appropriate proceedings;released within 10 days following the Closing Date; or (ii) Part 1B of Schedule 10 (Existing Encumbrances) provided that the principal amount secured thereby may not be increased unless any Security existing on any property or asset prior to the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not Encumbrance in contemplation respect of such acquisitionincreased amount would be permitted under another paragraph of this Clause 24.2; (iiib) any cash managementwhich arises (i) by operation of Law or (ii) under a contract having a similar effect, netting or set-off an escrow arrangement or combination of accounts arising in favour required by a trading counterparty of any bank or financial institution as a result member of the day-to-day operation of banking arrangements; (iv) any Security arising under any retention of titleTCN Group, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof in the ordinary course of business; and (v) any easement, right-of-way, zoning and similar restriction and other similar charge or encumbrance not interfering with each case entered into the ordinary course of business of an Obligor the relevant member of the TCN Group; (c) which is created pursuant to any of the Finance Documents or the Second Lien Finance Documents; (d) arising from any Finance Leases, sale and leaseback arrangements or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 24.4 (Financial Indebtedness) (e) which arises in respect of any right of set-off, netting arrangement, title transfer or title retention arrangements which: (i) arises in the ordinary course of business and/or by operation of Law; (ii) is entered into by any member of the TCN Group in the normal course of its banking arrangements for the purpose of netting debit and credit balances on bank accounts of members of the TCN Group operated on a net balance basis; (iii) arises in respect of netting or set off arrangements contained in any Hedging Agreement or other contract permitted under Clause 24.12 (Limitations on Hedging) or required pursuant to any other provision of this Agreement; (iv) which is a retention of title arrangement with respect to customer premises equipment in favour of a supplier (or its Affiliate) in respect of Financial Indebtedness referred to in paragraph (f) of Clause 24.4 (Financial Indebtedness); provided that the title is only retained to individual items of customer premises equipment in respect of which the purchase price has not been paid in full; or (v) is entered into by any member of the TCN Group on terms which are generally no worse than the counterparty’s standard or usual terms and entered into in the ordinary course of business of the relevant member of the TCN Group; (f) which arises in respect of any judgment, award or order or any tax liability for which an appeal or proceedings for review are being diligently pursued in good faith, provided that the affected member of its Subsidiaries.the TCN Group shall have or will establish such reserves as may be required under applicable generally accepted accounting principles in respect of such judgment, award, order or tax liability; (g) which is created by any member of the TCN Group in substitution for any Existing Encumbrance referred to in paragraph (a)(ii) above of this Clause 24.2, provided that the principal amount secured thereby may not be increased unless any Encumbrance in respect of such increased amount would be permitted under another paragraph of this Clause 24.2; (h) over or affecting any asset acquired by any member of the TCN Group after the date of this Agreement and subject to which such asset is acquired, if: (i) such Encumbrance was not created in contemplation of the acquisition of such asset by a member of the TCN Group; and

Negative Pledge. (a) Each No Obligor shall not, (and each Obligor shall procure each member ensure that none of the Group not to, its Subsidiaries will) create or permit to subsist any Security over any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedits assets. (b) No Obligor shall (and each Obligor shall ensure that none of its Subsidiaries will): (i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group; (ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms; (iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. (c) Paragraph (a) and (b) above does do not apply to any Security listed belowto: (i) any Security liens arising or already arisen automatically solely by operation of lawlaw and in the ordinary course of trading; (ii) rights of set-off existing in the ordinary course of trading activities between any member of the Group and its respective suppliers or customers; (iii) rights of set-off arising by operation of law or by contract by virtue of the provision to any member of the Group of clearing bank facilities, cash pooling facilities, overdraft facilities or hedging facilities permitted under this Agreement; (iv) any retention of title to goods supplied to any member of the Group where such retention is required by the supplier in the ordinary course of its trading activities and on its standard terms and the goods in question are supplied on credit; (v) Security (except for any Security expressed to be created as a floating charge) (or a transaction (“Quasi Security”) described in paragraph (b) above) arising under: (A) finance leases, hire purchase, conditional sale agreements, or other agreements for the acquisition of assets on deferred payment terms permitted under Clause 22.15 (Leasing Arrangements); (B) factoring agreements or sale and lease back arrangements permitted under Clause 22.20 (Factoring and Sale and Leasebacks), and only to the extent such Security or Quasi Security is granted by the relevant Obligor over assets comprised within or constituted by such arrangements; (vi) Security arising under the Security Documents; (vii) Security or Quasi Security existing at the time of acquisition on or over any asset acquired by it after the date of this Agreement or, in the case of a person which becomes a member of the Group after the date of this Agreement, any Security or Quasi Security existing on or over its assets when it became a member of the Group, in each case, if: (A) such Security or Quasi Security was not created in contemplation of or in connection with that acquisition or, as the case may be, it becoming a member of the Group; (B) the principal amount secured has not been increased in contemplation of or in connection with that acquisition or, as the case may be, it becoming a member of the Group; and (C) such Security or Quasi Security is removed or discharged within 6 months of the date of such acquisition or, as the case may be, the date on which such person becomes a member of the Group; (viii) any Security or Quasi Security to which the Majority Lenders have given their prior written consent; (ix) inchoate Security for taxes, assessments or governmental charges or levies not yet due and payable and Security for taxes, assessments or governmental charges or levies, which is promptly discharged or disputed are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with U.S. GAAP, which proceedings (or orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the assets subject to any such Security; (x) Security imposed by any court pursuant to a judgment or award not resulting in an Event of Default and in respect of which the relevant Group Company shall in good faith be initiating an appeal or proceedings for review in respect of which the court has granted a subsisting stay of execution pending such appeal or proceedings; (iixi) Security (other than any Security existing on any property imposed by ERISA) (a) imposed by law or asset prior to the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not deposits made in contemplation of such acquisition; (iii) any cash management, netting or set-off arrangement or combination of accounts arising in favour of any bank or financial institution as a result of the day-to-day operation of banking arrangements; (iv) any Security arising under any retention of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof connection therewith in the ordinary course of business; and (v) any easementbusiness in connection with workers’ compensation, right-of-way, zoning and similar restriction unemployment insurance and other similar charge or encumbrance not interfering with types of social security, (b) incurred in the ordinary course of business (or in the case of an Obligor trade contracts in the ordinary course of trading) to secure the performance of tenders, statutory obligations (other than excise taxes), surety, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money) or (c) arising by virtue of deposits made in the ordinary course of business to secure liability for premiums to insurance carriers; provided that (I) with respect to paragraphs (a), (b) and (c) hereof, such Security is for amounts not yet due and payable or, to the extent such amounts are so due and payable, such amounts are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with U.S. GAAP, which proceedings for orders entered in connection with such proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Security, and (II) to the extent such Security is not imposed by law, such Security shall in no event encumber any property other than cash and Cash Equivalents which have been deposited with such security holder or has otherwise been subordinated to the Security securing the Secured Obligations hereunder pursuant to a landlord security waiver and access agreement; (xii) Security in favour of customs and revenues authorities which secure payment of customs duties in connection with the importation of goods to the extent required by law; (xiii) any Security or Quasi Security securing indebtedness the principal amount of which (when aggregated with the principal amount of any other indebtedness which has the benefit of Security or Quasi Security given by any member of the Group other than any permitted under paragraphs (i) to (xii) above) does not exceed $10,000,000 (or its Subsidiariesequivalent in another currency or currencies) at any time.

Negative Pledge. (a) Each Obligor shall notExcept as provided below, and shall procure each member none of the Group not toIssuer and its Subsidiaries may, without the prior written consent of the Trustee (acting on the instructions of the Bondholders (pursuant to an Extraordinary Resolution)), create or permit allow to subsist exist any Security over Encumbrance on any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedits assets. (b) Paragraph None of the Issuer and its Subsidiaries may, without the prior written consent of the Trustee (acting on the instructions of the Bondholders (pursuant to an Extraordinary Resolution)): (i) sell, transfer or otherwise dispose of any of its assets on terms where it is or may be leased to or re-acquired or acquired by the Issuer, any of its Subsidiaries or any of its or their related entities; (ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms; (iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iv) enter into any other preferential arrangement having a similar effect, in circumstances where the transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. (c) Paragraphs (a) above does and (b) do not apply to any Security listed belowto: (i) any Security lien arising or already arisen automatically by operation of law, or for taxes, assessments or governmental charges which is promptly discharged or disputed law and in good faith by appropriate proceedingsthe ordinary course of business; (ii) any Security existing on any property or asset prior to the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition Encumbrance entered into pursuant to contractual commitments entered into prior to and not in contemplation of such acquisitiona Finance Document; (iii) any cash management, netting or set-off arrangement or combination of accounts arising in favour of Encumbrance by Opco over its assets securing any bank or financial institution as a result of the day-to-day operation of banking arrangements;Financial Indebtedness permitted under Condition 6.5(b)(iv); and (iv) in the case of Opco, any Security Encumbrance over its assets (other than any intellectual property rights (as defined in Condition 5.14)) arising under any retention of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied any judgement or award not giving rise to any Obligor an Event of Default for which an appeal or any Subsidiary other appropriate proceedings for review are being diligently pursued in good faith and in respect of which not more than forty five days have elapsed without a stay of execution in respect thereof in the ordinary course of business; and (v) any easement, right-of-way, zoning and similar restriction and other similar charge or encumbrance not interfering with the ordinary course of business of an Obligor or any of its Subsidiarieshaving been granted.

Negative Pledge. Subject to Clause 25.1 (a) Each Undertakings with respect to the Broadcast Business), no Obligor shall not, (and the Borrower shall procure each that no member of the Bank Group not toshall), without the prior written consent of an Instructing Group, create or permit to subsist any Security Encumbrance over all or any of the Group’s its present or future revenues or assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so secured.than an Encumbrance: (b) Paragraph (a) above does not apply to any Security listed belowwhich is an Existing Encumbrance set out in: (i) any Security arising or already arisen automatically by operation Part 1A of law, or for taxes, assessments or governmental charges which Schedule 10 (Existing Encumbrances) provided that such Encumbrance is promptly discharged or disputed in good faith by appropriate proceedings;released on the Closing Date; or (ii) Part 1B of Schedule 10 (Existing Encumbrances) provided that the principal amount secured thereby may not be increased unless any Security existing on any property or asset prior to the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not Encumbrance in contemplation respect of such acquisitionincreased amount would be permitted under another paragraph of this Clause 25.2; (iiib) any cash management, netting which arises by operation of Law or set-off by a contract having a similar effect or under an escrow arrangement or combination of accounts arising in favour required by a trading counterparty of any bank or financial institution as a result member of the day-to-day operation of banking arrangements; (iv) any Security Bank Group and in each case arising under any retention of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof in the ordinary course of business; and (v) any easement, right-of-way, zoning and similar restriction and other similar charge or encumbrance not interfering with entered into the ordinary course of business of an Obligor the relevant member of the Bank Group; (c) which is created pursuant to any of the Finance Documents; (d) which arises in respect of any right of set-off, netting arrangement, title transfer or title retention arrangements which: (i) arises by operation of Law; (ii) is entered into by any member of the Bank Group in the normal course of its banking arrangements for the purpose of netting debit and credit balances on bank accounts of members of the Bank Group operated on a net balance basis; (iii) arises in respect of netting or set off arrangements contained in any Hedging Agreement or other contract permitted under Clause 25.13 (Limitations on Hedging); or (iv) is entered into by any member of the Bank Group on terms which are generally no worse than the counterparty’s standard or usual terms and entered into in the ordinary course of business of the relevant member of the Bank Group; (e) which arises in respect of any judgment, award or order or any tax liability for which an appeal or proceedings for review are being diligently pursued in good faith, provided that the affected member of its Subsidiaries.the Bank Group shall have or will establish such reserves as may be required under applicable generally accepted accounting principles in respect of such judgment, award, order or tax liability; (f) over or affecting any asset acquired by a member of the Bank Group after the date of this Agreement and subject to which such asset is acquired, if: (i) such Encumbrance was not created in contemplation of the acquisition of such asset by a member of the Bank Group; and (ii) the Financial Indebtedness secured thereby is Financial Indebtedness of, or is assumed by, the relevant acquiring member of the Bank Group, is Financial Indebtedness which at all times falls within paragraph (k) or (m) of Clause 25.4 (Financial Indebtedness) and the amount of Financial Indebtedness so secured is not increased at any time; (g) over or affecting any asset of any company which becomes a member of the Bank Group after the date of this Agreement, where such Encumbrance is created prior to the date on which such company becomes a member of the Bank Group, if: (i) such Encumbrance was not created in contemplation of the acquisition of such company; and (ii) to the extent not repaid by close of business on the date upon which such company became a member of the Bank Group, the Financial Indebtedness secured by such Encumbrance at all times falls within paragraph (k) or (m) of Clause 25.4 (Financial Indebtedness); (h) constituted by a rent deposit deed: (i) entered into on arm’s length commercial terms and in the ordinary course of business securing the obligations of a member of the Bank Group in relation to property leased to a member of the Bank Group; or

Negative Pledge. (a) Each Obligor The Borrowers shall not, and shall procure each member of the Group not to, create or permit to subsist any Security over the Vessels or any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedits assets. (b) Paragraph The Guarantor shall not create or permit to subsist any Security over the Shares. (c) The Borrowers shall not: (i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by any Obligor; (ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms; (iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. (d) Paragraphs (a) and (b) above does do not apply to any Security listed below: (i) any Security arising netting or already arisen automatically set-off arrangement entered into by operation any Obligor in the ordinary course of lawits banking arrangements for the purpose of netting debit and credit balances, or for taxes, assessments or governmental charges which is promptly discharged or disputed hereunder any rights of pledge and set-off in good faith relation to a cash pool arrangement approved by appropriate proceedingsthe Agent (on behalf of the Finance Parties and the Hedging Banks); (ii) any Security existing on any property or asset prior lien (including but not limited to the acquisition thereof by an Obligor or any Subsidiary thereof arising after maritime liens defined as such acquisition pursuant to contractual commitments entered into prior to applicable law) arising by operation of law and in the ordinary course of trading and securing obligations not in contemplation of such acquisitionmore than thirty (30) days overdue; (iii) any cash management, netting or set-off arrangement or combination of accounts arising in favour of Security entered into pursuant to any bank or financial institution as a result of the day-to-day operation of banking arrangements; Finance Document; (iv) any Security arising under any retention of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied cash collateral from an Obligor to any Obligor or Hedging Bank as security (for its own account) for any Subsidiary thereof in the ordinary course of business; and (v) swap transaction to be entered into between that Hedging Bank and an Obligor, and any easement, right-of-way, zoning and similar restriction and other similar charge or encumbrance not interfering with the ordinary course of business of cash collateral so placed by an Obligor or any with a Hedging Bank shall be released, discharged and (if required) deregistered immediately after evidence of its Subsidiaries.registration of the Mortgages on all of the Vessels;

Negative Pledge. (a) Each Obligor The Borrower shall not, not (and the Borrower shall procure each ensure that no other member of the Group not to, will) create or permit to subsist any Security over any of its assets. For the purposes of this Article 7.02, the term Security shall also include any arrangement or transaction on assets or receivables or money (such as the sale, transfer or other disposal of assets on terms whereby they are or may be leased to or re-acquired by the Borrower or any other member of the Group’s assets to secure , the sale, transfer or otherwise dispose of any Financial Indebtedness of the Obligors receivables on recourse terms or any Subsidiary thereof (arrangement under which money or the benefit of a bank account or other account may be applied or set-off or any guarantees preferential arrangement having a similar effect) in circumstances where the arrangement or indemnity in respect thereof) without, in any such case, making effective provision whereby transaction is entered into primarily as a method of raising credit or of financing the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedacquisition of an asset. (b) Paragraph (a) above does not apply to any Security Security, listed below: (i) any Security arising netting or already arisen automatically set-off arrangement entered into by operation any member of law, or the Group in the ordinary course of its banking arrangements for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedingsthe purpose of netting debit and credit balances; (ii) any Security existing on any property payment or asset prior to the acquisition thereof by an Obligor close out netting or any Subsidiary thereof arising after such acquisition set-off arrangement pursuant to contractual commitments any hedging transaction entered into prior by a member of the Group for the purpose of: (A) hedging any risk to which any member of the Group is exposed in its ordinary course of trading; or (B) its interest rate or currency management operations which are carried out in the ordinary course of business and not for non-speculative purposes only, excluding, in contemplation of such acquisitioneach case, any Security under a credit support arrangement in relation to a hedging transaction; (iii) any cash management, netting or set-off arrangement or combination of accounts lien arising in favour of any bank or financial institution as a result of the day-to-day by operation of banking arrangementslaw and in the ordinary course of trading; (iv) any Security over or affecting any asset acquired by a member of the Group after the date of this Contract if: (A) the Security was not created in contemplation of the acquisition of that asset by a member of the Group; (B) the principal amount secured has not been increased in contemplation of or since the acquisition of that asset by a member of the Group; and (C) the Security is removed or discharged within three (3) months of the date of acquisition of such asset; (v) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Contract, where the Security is created prior to the date on which that company becomes a member of the Group, 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 (3) months of that company becoming a member of the Group; (vi) any Security entered into pursuant to this Contract; (vii) any Security arising under any retention of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof a member of the Group in the ordinary course of businesstrading and on the supplier’s standard or usual terms and not arising as a result of any default or omission by any member of the Group; andor (vviii) any easement, right-of-way, zoning and similar restriction and other similar charge or encumbrance not interfering with Security listed in Schedule E (Existing Security) except to the ordinary course of business of an Obligor or any of its Subsidiariesextent the principal amount secured by that Security exceeds the amount stated in that Schedule.

Negative Pledge. (a) Each Obligor shall not, and the Company shall procure each member of the that no Group not toCompany will, create or permit to subsist any Security over all or any of the Group’s its assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedof Borrowings. (b) Paragraph (a) above does not apply to any Security listed belowto: (i) any Security arising created or already arisen automatically by operation subsisting with the prior written consent of law, or for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedings;the Majority Lenders; Table of Contents (ii) any Security existing on any property lien or asset prior to rights of set-off arising by operation of law or in the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not in contemplation ordinary course of such acquisitionbusiness; (iii) any cash managementSecurity over any assets of a Group Company existing 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; (B) the Security is not created in contemplation of that company becoming a Group Company; (C) the Security remains confined to the 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, netting or setsuch Security shall not fall within this sub-off arrangement or combination of accounts arising in favour of any bank or financial institution as a result of the day-to-day operation of banking arrangementsparagraph (iii); (iv) any Security arising under pursuant to a Cash-backed Borrowing; (v) any retention Security referred to in paragraph (a)(ii) of titlethe definition of “Project Borrowing” in Clause 1.1 (Definitions) or any Security over the assets of a Project Borrower created by such Project Borrower, provided that this paragraph (v) shall not permit any Security to be created by or subsist over all or any of the assets of the Company; (vi) 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; (vii) any netting or set-off arrangement entered into by any Group Company in connection with any Borrowing specified in paragraph (e) of the definition thereof, in connection with the netting of transactions across a single master agreement (or any equivalent) and the close-out or termination of any transaction thereunder, but excluding for the avoidance of doubt the granting of any collateral or credit or cash support in relation thereto; (viii) any Security over or affecting any asset acquired by a Group Company after the date of this Agreement provided that: (A) the Security was not created in contemplation of the acquisition of that asset by a Group Company; and (B) 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, hire purchase or conditional sale or retention of title arrangement or arrangements having similar effect in respect of goods supplied to entered into by any Obligor or any Subsidiary thereof Group Company in the ordinary course of business; and; (vx) any easement, right-of-way, zoning and similar restriction and other similar charge or encumbrance not interfering with the ordinary course of business of an Obligor Security created by SNT Group NV or any of its Subsidiaries; Table of Contents (xi) any Security (a “substitute Security”) which replaces any other Security permitted under sub-paragraphs (i) to (viii) (inclusive) above (an “existing Security”) to the 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 such substitute Security being created or arising and (2) such substitute Security does not extend to cover assets not previously subject to that existing Security; or (xii) any other Security created or outstanding, but only if the aggregate principal amount of Borrowings secured by all Security created or outstanding under this exception on or over any assets of any member of the Group, when taken together with the aggregate principal amount of unsecured Borrowings pursuant to Clause 21.7(1) (Subsidiary Borrowings) does not at any time exceed euro 2,600,000,000. (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)(xii) above; and (ii) the amount of the aggregate Borrowings falling within Paragraph (1) of Clause 21.7 (Subsidiary Borrowings), as at the date of the Facility Agent’s request.

Negative Pledge. In this clause 21.5, Quasi-Security means an arrangement or transaction described in paragraph (b) below. (a) Each Obligor Other than Permitted Security, the Borrower shall not, and shall procure each member of the Group not to, create or permit to subsist any Security over any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedits assets. (b) Paragraph The Borrower shall not: (i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by the Borrower or any other member of the Group; (ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms; (iii) other than pursuant to Permitted Indebtedness, enter into any arrangement under which money for the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. (c) Paragraphs (a) and (b) above does do not apply to any Security or (as the case may be) Quasi- Security, listed below: (i) any Security lien arising or already arisen automatically by operation of lawlaw and in the ordinary course of trading on arm’s length terms (including retention of title arrangements) and securing amounts not more than sixty (60) days overdue and not as a result of a default or omission by any member of the Group, and a reserve or other appropriate provision, if any, as shall be required by IFRS shall have been made for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedingssuch lien; (ii) any Security existing on or Quasi-Security over or affecting any property or asset prior to acquired by the acquisition thereof by an Obligor or any Subsidiary thereof arising Borrower after the date of this Agreement if such acquisition pursuant to contractual commitments entered into prior to and not in contemplation asset is acquired as a result of such acquisitiona Permitted Acquisition under Permitted Acquisition Debt; (iii) any cash management, netting Security or setQuasi-off arrangement or combination of accounts Security arising in favour of any bank or financial institution as a result of under the day-to-day operation of banking arrangementsFinance Documents; (iv) (prior to Financial Close) any Security or Quasi-Security which secures Permitted Indebtedness arising under the Gold Purchase Agreement, on its terms as at the date of this Agreement; (v) (prior to Financial Close) any retention Security or Quasi-Security which secures Permitted Indebtedness arising under the Shoreline Asset Purchase Agreement and Shoreline Promissory Note, on its terms as at the date of title, title transfer, hire purchase this Agreement; (vi) any Security or conditional sale arrangement Quasi-Security assumed by the Borrower or arrangements having similar effect Klondex Canada in respect connection with the Shoreline Asset Purchase Agreement; (vii) the Borrower deposits and pledges of goods supplied cash or securities (only to any Obligor the extent such deposits or any Subsidiary thereof pledges are incurred or otherwise arise in the ordinary course of business; business and secure obligations not past due) securing (i) the performance of bids, tenders, leases, contracts (other than for the payment of money) or statutory obligations or (ii) obligations on surety or appeal or performance bonds, including those to support or secure reclamation in accordance with Applicable Law, as required by any governmental agency to support or secure reclamation in accordance with Applicable Laws, and (v) any easement, right-of-wayin each case, zoning and similar restriction and other similar charge only to the extent such deposits or encumbrance not interfering with pledges are incurred or otherwise arise in the ordinary course of business and secure obligations not past due; (viii) pledges, deposits and liens in connection with workers’ compensation, employment insurance and other similar legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements to the extent required by Applicable Law; (ix) rights of an Obligor set-off or bankers’ liens upon deposits of cash or broker’s liens upon securities in favour of financial institutions, banks or other depositary institutions to a maximum of $[redacted for commercially sensitive information]; (x) short term pledge certificates, cash collateral or cash margining posted under the Hedging Agreements contemplated by Section 21.38(b)(ii), not to exceed the limit set forth in Section 21.38(b)(ii)(C); and (xi) any Security or Quasi-Security granted in respect of its Subsidiariesany equipment which secures Permitted Indebtedness arising under any Permitted Equipment Financing; and (xii) any Security or Quasi-Security created or permitted to subsist with the prior written consent of the Lender, provided that only clauses 21.5(c)(i), 21.5(c)(iii), 21.5(c)(iv) and 2.15(c)(xii) shall apply to any Security or Quasi-Security over any Excluded Assets, (together, Permitted Security).

Negative Pledge. (a) Each No Obligor shall not, (and the Company shall procure each ensure that no other member of the Group not to, will) create or permit to subsist any Security over any of its assets. *** Confidential material redacted and filed separately with the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedCommission. (b) Paragraph No Obligor shall (and the Company shall ensure that no other member of the Group will): (i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group; (ii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iii) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. (c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms. (d) Paragraphs (a) and (b) above does do not apply to any Security listed belowto: (i) any Security arising comprising a netting or already arisen automatically set-off arrangement entered into by operation any member of law, or the Group in the ordinary course of its banking arrangements for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedingsthe purpose of netting debit and credit balances; (ii) any Security existing on over goods and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any property or asset prior to member of the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not in contemplation of such acquisitionGroup; (iii) any cash managementSecurity existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, netting as so disclosed, is not thereafter increased or set-off arrangement or combination of accounts arising in favour of any bank or financial institution as a result of the day-to-day operation of banking arrangementsits maturity extended; (iv) any Security arising under over or affecting any retention asset acquired by a member of titlethe Group after the date of this Agreement, title transferprovided that: (A) the Security was not created in contemplation of that acquisition; (B) the amount thereby secured has not been increased in contemplation of, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof in since the ordinary course of businessdate of, that acquisition; and (C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six months of the date of acquisition; (v) any easementSecurity over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, right-where the Security is created prior to the date on which that company becomes a member of the Group, provided that: (A) the Security was not created in contemplation of the acquisition of that company; (B) the amount thereby secured has not been increased in contemplation of-way, zoning or since the date of, that acquisition; and (C) unless the Security is in favour of a government or utility supplier and similar restriction was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six months of that company becoming a member of the Group; (vi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company; (vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement; (viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under paragraphs (i) to (vii) above and (B) any other similar charge Financial Indebtedness permitted under Clause 23.6(b)(vii)), does not exceed [***] per cent. of Total Assets at that time (or encumbrance not interfering with its equivalent in any other currency or currencies); or (ix) any Security approved by the ordinary course of business of an Obligor or any of its SubsidiariesMajority Lenders.

Negative Pledge. (a) Each No TCN Group Obligor shall not, (and TCN shall procure each that no member of the TCN Group not toshall), create or permit to subsist any Security Encumbrance over all or any of the Group’s its present or future revenues or assets to secure or prefer any present or future Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such Person other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so secured.than an Encumbrance: (b) Paragraph (a) above does not apply to any Security listed belowwhich is an Existing Encumbrance set out in: (i) any Security arising or already arisen automatically by operation Part 1A of law, or for taxes, assessments or governmental charges which Schedule 10 (Existing Encumbrances) provided that such Encumbrance is promptly discharged or disputed in good faith by appropriate proceedings;released within 10 days following the Closing Date; or (ii) Part 1B of Schedule 10 (Existing Encumbrances) provided that the principal amount secured thereby may not be increased unless any Security existing on any property or asset prior to the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not Encumbrance in contemplation respect of such acquisitionincreased amount would be permitted under another paragraph of this Clause 19.2; (iiib) any cash managementwhich arises (i) by operation of Law or (ii) under a contract having a similar effect, netting or set-off an escrow arrangement or combination of accounts arising in favour required by a trading counterparty of any bank or financial institution as a result member of the day-to-day operation of banking arrangements; (iv) any Security arising under any retention of titleTCN Group, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof in the ordinary course of business; and (v) any easement, right-of-way, zoning and similar restriction and other similar charge or encumbrance not interfering with each case entered into the ordinary course of business of an Obligor the relevant member of the TCN Group; (c) which is created pursuant to any of the Finance Documents or the Senior Finance Documents; (d) arising from any Finance Leases, sale and leaseback arrangements or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 19.4 (Financial Indebtedness) (e) which arises in respect of any right of set-off, netting arrangement, title transfer or title retention arrangements which: (i) arises in the ordinary course of business and/or by operation of Law; (ii) is entered into by any member of the TCN Group in the normal course of its banking arrangements for the purpose of netting debit and credit balances on bank accounts of members of the TCN Group operated on a net balance basis; (iii) arises in respect of netting or set off arrangements contained in any Hedging Agreement or other contract permitted under Clause 19.12 (Limitations on Hedging) or required pursuant to any other provision of this Agreement; (iv) which is a retention of title arrangement with respect to customer premises equipment in favour of a supplier (or its Affiliate) in respect of Financial Indebtedness referred to in paragraph (f) of Clause 19.4 (Financial Indebtedness); provided that the title is only retained to individual items of customer premises equipment in respect of which the purchase price has not been paid in full; or (v) is entered into by any member of the TCN Group on terms which are generally no worse than the counterparty’s standard or usual terms and entered into in the ordinary course of business of the relevant member of the TCN Group; (f) which arises in respect of any judgment, award or order or any tax liability for which an appeal or proceedings for review are being diligently pursued in good faith, provided that the affected member of its Subsidiaries.the TCN Group shall have or will establish such reserves as may be required under applicable generally accepted accounting principles in respect of such judgment, award, order or tax liability; (g) which is created by any member of the TCN Group in substitution for any Existing Encumbrance referred to in paragraph (a)(ii) above of this Clause 19.2, provided that the principal amount secured thereby may not be increased unless any Encumbrance in respect of such increased amount would be permitted under another paragraph of this Clause 19.2; (h) over or affecting any asset acquired by any member of the TCN Group after the date of this Agreement and subject to which such asset is acquired, if: (i) such Encumbrance was not created in contemplation of the acquisition of such asset by a member of the TCN Group; and

Negative Pledge. (a) Each No Obligor shall not, (and the Company shall procure each ensure that no other member of the Group not to, will) create or permit to subsist any Security over any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedits assets. (b) Paragraph No Obligor shall (and the Company shall ensure that no other member of the Group will): (i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group; (ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms; (iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset (any such matter being "Quasi-Security"). (c) Subject to paragraph (d) below, paragraphs (a) and (b) above does do not apply to any Security listed belowto: (i) any Security arising netting or already arisen automatically set-off arrangement entered into by operation any member of law, or the Group in the ordinary course of its banking arrangements for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedingsthe purpose of netting debit and credit balances; (ii) any Security existing on any property or asset prior to lien arising by operation of law in the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to ordinary course of business and securing amounts not in contemplation of such acquisitionmore than 30 days overdue; (iii) any cash management, netting or set-off arrangement or combination lien arising by operating of accounts arising law in favour the ordinary course of any bank or financial institution as a result of business and securing amounts more than 30 days overdue provided that such overdue amounts are being contested by the day-to-day operation of banking arrangementsrelevant Obligor in good faith; (iv) any Security over or affecting (or transaction ("Quasi-Security") described in paragraph (b) above) affecting any asset acquired by a member of the Group after the date of this Agreement if: (A) the Security or Quasi-Security was not created in contemplation of the acquisition of that asset by a member of the Group; (B) the principal amount secured has not been increased in contemplation of, or since the acquisition of that asset by a member of the Group; and (C) the Security or Quasi-Security is removed or discharged within three months of the date of acquisition of such asset; (v) any Security or Quasi-Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security or Quasi-Security is created prior to the date on which that company becomes a member of the Group, if: (A) the Security or Quasi-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 or Quasi-Security is removed or discharged within three months of that company becoming a member of the Group; or (vi) the Transaction Security; (vii) any netting or set-off arrangement entered into under any hedging transaction permitted under Clause 24.14 where the obligations of the parties are calculated by reference to net exposure under that hedging transaction; (viii) any Quasi-Security arising as a result of a sale, transfer or other disposal which is a permitted under Clause 24.4 (Disposals); (ix) any Security or Quasi-Security created after the commencement of legal proceedings with a view to preserving the status quo between the litigants pending the outcome of those proceedings, provided that such Security or Quasi-Security does not secure Financial Indebtedness exceeding in aggregate US$1,000,000 (or its equivalent in another currency or currencies) at any time and is released forthwith upon final determination of such litigation provided that such Security or Quasi-Security shall be created or arise solely pursuant to a legal obligation or requirement; (x) any Security or Quasi-Security over goods, documents of title to goods and related documents and insurances and their proceeds to secure liabilities of any member of the Group in respect of a letter of credit or other similar instrument issued for all or part of the purchase price and costs of shipment, insurance and storage of goods acquired by any member of the Group in the ordinary course of trading; (xi) easements, zoning restrictions and similar encumbrances on real property and minor irregularities in the title thereto that do not (i) secure obligations for the payment of money or (ii) materially impair the value of such property or its use by any member of the Group in the ordinary course of business; (xii) any Security or Quasi-Security arising under any retention of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof a member of the Group in the ordinary course of business; andtrading and not as a result of any default or omission by any member of the Group; (vxiii) any easement, rightQuasi Security arising as a result of any factoring of receivables permitted under Clause 24.14; (xiv) any Security or Quasi-of-way, zoning and similar restriction and other similar charge or encumbrance not interfering Security with the ordinary course consent of business the Majority Lenders; (xv) any Security or Quasi-Security created or subsisting to secure any obligations incurred in order to comply with the requirements of an Section 8a of the German Partial Retirement Act (Altersteilzeitgesetz) and/or Section 7d of the German Sozialgesetzbuch IV; (xvi) any Security or Quasi-Security securing indebtedness the principal amount of which (when aggregated with the principal amount of any other indebtedness which has the benefit of Security or Quasi Security given by any member of the Group other than any permitted under paragraphs (i) to (xv) above) does not at any time exceed US$1,500,000 (or its equivalent in another currency or currencies). (d) Flexsys Indústria e Comercío Ltda is not permitted to create or permit to subsist any Security or Quasi-Security nor incur any secured or quasi-secured obligations (howsoever described) referred to in paragraph (c)(iv) to (c)(xv) above. (e) No Belgian Obligor shall create any Security or Quasi-Security (including but by no means limited to any pledge) over or affecting any inventory of its Subsidiariesthat Belgian Obligor.

Negative Pledge. (a) Each Obligor The Borrower shall not, not (and shall procure each ensure that no other member of the Group not to, will) create or permit to subsist any Security over any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedits assets. (b) Paragraph The Borrower shall not (and shall ensure that no other member of the Group will): (i) sell, transfer or otherwise dispose of any of its assets to any person who is not a member of the Group on terms whereby they are or may be leased to or re-acquired by it or any other member of the Group; (ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms; (iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. (c) Paragraphs (a) and (b) above does do not apply to any Security listed belowto: (i) any Security arising contractual set-off arrangements in the ordinary course of business (including any netting or already arisen automatically set-off arrangement entered into by operation any member of law, or the Group in the ordinary course of its banking arrangements for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedingsthe purpose of netting debit and credit balances); (ii) any Security existing on any property or asset prior to lien arising by operation of law and in the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not in contemplation ordinary course of such acquisitionbusiness; (iii) any cash management, netting or set-off arrangement or combination of accounts lien arising in favour connection with any retention of title arrangements entered into by any bank or financial institution as a result member of the day-to-day operation Group in the ordinary course of banking arrangementsbusiness in respect of property delivered but not fully paid for; (iv) any Security arising under over or affecting any retention asset acquired by a member of title, title transfer, hire purchase the Group after the date of this Agreement if: (A) the Security was not created in contemplation of the acquisition of that asset by a member of the Group; (B) the principal amount secured has not been increased in contemplation of or conditional sale arrangement or arrangements having similar effect in respect since the acquisition of goods supplied to any Obligor or any Subsidiary thereof in that asset by a member of the ordinary course of businessGroup; and (C) the Security is removed or discharged within 6 months of the date of acquisition of such asset; (v) any easementSecurity over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, right-of-waywhere the Security is created prior to the date on which that company becomes a member of the Group, zoning and similar restriction and other similar charge 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 encumbrance not interfering since the acquisition of that company; and (C) the Security is removed or discharged within 6 months of that company becoming a member of the Group; (vi) any Security created pursuant to any Finance Document; (vii) any Security created for any Existing Debt, provided that such Security is discharged within 45 days of the Utilisation Date; or (viii) any Security securing indebtedness the principal amount of which (when aggregated with the ordinary course principal amount of business any other indebtedness which has the benefit of an Obligor Security given by any member of the Group other than any permitted under paragraphs (i) to (vii) above) does not exceed €20,000,000 (or any of its Subsidiariesequivalent in another currency or currencies).

Negative Pledge. (a) Each No Obligor shall not, (and the Company shall procure each ensure that no other member of the Group not to, will) create or permit to subsist any Security over any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedits assets. (b) Paragraph No Obligor shall (and the Company shall ensure that no other member of the Group will): (i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group; (ii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iii) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. (c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms. (d) Paragraphs (a) and (b) above does do not apply to any Security listed belowto: (i) any Security arising comprising a netting or already arisen automatically set-off arrangement entered into by operation any member of law, or the Group in the ordinary course of its banking arrangements for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedingsthe purpose of netting debit and credit balances; (ii) any Security existing on over goods and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any property or asset prior to member of the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not in contemplation of such acquisitionGroup; (iii) any cash managementSecurity existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, netting as so disclosed, is not thereafter increased or set-off arrangement or combination of accounts arising in favour of any bank or financial institution as a result of the day-to-day operation of banking arrangementsits maturity extended; (iv) any Security arising under over or affecting any retention asset acquired by a member of titlethe Group after the date of this Agreement, title transferprovided that: (A) the Security was not created in contemplation of that acquisition; (B) the amount thereby secured has not been increased in contemplation of, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof in since the ordinary course of businessdate of, that acquisition; and (C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisition; (v) any easementSecurity over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, right-where the Security is created prior to the date on which that company becomes a member of the Group, provided that: (A) the Security was not created in contemplation of the acquisition of that company; (B) the amount thereby secured has not been increased in contemplation of-way, zoning or since the date of, that acquisition; and (C) unless the Security is in favour of a government or utility supplier and similar restriction was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a member of the Group; (vi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company; (vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement; (viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under paragraphs (i) to (vii) above and (B) any other similar charge Financial Indebtedness permitted under Clause 20.8(b)(vi)), does not exceed 5 per cent. of Total Assets at that time (or encumbrance not interfering with its equivalent in any other currency or currencies); or (ix) any Security approved by the ordinary course of business of an Obligor or any of its SubsidiariesMajority Lenders.

Negative Pledge. (a) Each No Obligor shall notwill, and shall each Obligor will procure each member that none of the Group not toits Subsidiaries will, create or agree to create or permit to subsist any Security Interest over any part of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) withoutits assets, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so secured. (b) Paragraph (a) above does not apply to any Security listed belowthan: (i) any Security arising or already arisen automatically Interest existing at the date of this agreement, provided that the maximum amount secured by operation any such Security Interest shall not be increased after the date of law, or for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedingsthis agreement; (ii) any Security existing on any property or asset prior to Interest granted by the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not in contemplation of such acquisitionSenior Finance Documents; (iii) any cash managementliens securing obligations no more than 30 days overdue, netting or set-off arrangement or combination of accounts arising in favour of any bank or financial institution as a result of the day-to-day by operation of banking arrangements; (iv) any Security arising under any retention of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof law and in the ordinary course of business; (iv) Security Interests arising out of title retention provisions in a supplier's standard conditions of supply of goods where the goods in question are supplied on credit and are acquired by relevant Group Company in the ordinary course of trading; (v) rights of set-off existing in the ordinary course of trading activities between any Group Company and its respective suppliers or customers; (vi) rights of set-off arising by operation of law or by contract by virtue of the provision to any Group Company of clearing bank facilities or overdraft facilities permitted under this agreement; (vii) Security Interests up to a maximum aggregate amount of EUR 3.000.000 (or its equivalent in other currencies) for taxes, assessments or charges (A) not yet due or (B) that are being contested in good faith; (viii) liens in favour of French tax authorities securing the liabilities of any Group Company under tax reassessments in respect of French professional tax (taxe professionnelle), to the extent that such liabilities (x) are fully guaranteed by Total under the provisions of the Warranty Agreement or (y) do not exceed a maximum aggregate amount of EUR 5,000,000; (ix) Security Interests created in connection with pre-judgement court proceedings up to a maximum aggregate amount not exceeding EUR 3,000,000 (or its equivalent in other currencies); (x) any Security Interests not otherwise permitted under this clause 19.3(c) created by any Subsidiary of Antargaz and securing Financial Indebtedness (other than any such Financial Indebtedness arising under or in connection with the High Yield Documents or the Intra-Group Bond Documents) in an aggregate principal amount not exceeding EUR 3,000,000 (or its equivalent in other currencies) (provided that there shall be no security on the shares of any Material Company or Geovexin or Rhone Gaz or (but without prejudice to paragraph (viii) above) on the business (fonds de commerce) of any Material Company or Geovexin or Rhone Gaz); (xi) any Security Interest created by any Partly Owned Storage and Logistics Company in respect of which, pursuant to the shareholder agreement or constitutional documents relating to that Partly Owned Storage and Logistics Company, the Group Company which holds a direct equity interest in that Partly Owned Storage and Logistics Company is not entitled to prohibit the creation of that Security Interest; and (vxii) any easement, right-of-way, zoning and similar restriction and other similar charge or encumbrance not interfering Security Interest created with the ordinary course prior written consent of business of an Obligor or any of its Subsidiariesthe Majority Lenders.

Negative Pledge. (a) Each No Obligor shall not, and shall procure each member of the Group not to, create or permit to subsist any Security over any of its assets or assets comprised in the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedProject. (b) Paragraph No Obligor shall: (i) sell, transfer or otherwise dispose of any of its assets or assets comprised in the Project on terms whereby they are or may be leased to or re-acquired by an Obligor; (ii) sell, transfer or otherwise dispose of any of its Project receivables on recourse terms; (iii) enter into or permit to subsist any title retention arrangement in relation to the Project; (iv) enter into or permit to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (v) enter into or permit to subsist any preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. (c) Paragraphs (a) and (b) above does do not apply to any Security listed belowto: (i) any Security arising netting or already arisen automatically set-off arrangement entered into by operation an Obligor in the ordinary course of law, or its banking arrangements for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedingsthe purpose of netting debit and credit balances; (ii) any Security existing on any property lien arising by operation of law and in the ordinary course of trading provided that the debt which is secured thereby is paid when due or asset prior to the acquisition thereof contested in good faith by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to appropriate proceedings and not in contemplation of such acquisitionproperly provisioned; (iii) any cash management, netting Security over or set-off arrangement or combination affecting any asset acquired by an Obligor after the date of accounts arising this Agreement if: (A) the Security was not created in favour of any bank or financial institution as a result contemplation of the day-to-day operation acquisition of banking arrangementsthat asset by an Obligor; (B) the principal amount secured has not been increased in contemplation of or since the acquisition of that asset by an Obligor; and (C) the Security is removed or discharged within three months of the date of acquisition of such asset; (iv) any Security arising under over or affecting any retention asset of titleany company which becomes an Obligor after the date of this Agreement, title transferwhere the Security is created prior to the date on which that company becomes an Obligor, hire purchase 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 conditional sale arrangement since the acquisition of that company; and (C) the Security is removed or arrangements having similar effect in respect discharged within three months of goods supplied that company becoming a member of the Group; (v) any Security created pursuant to any Obligor or any Subsidiary thereof Finance Document; or (vi) Security incurred and deposits made in the ordinary course of business; andbusiness in connection with workers’ compensation, unemployment insurance and other types of social security benefits; (vvii) any easementSecurity incurred and deposits made to secure performance of tenders, right-of-waybids, zoning and leases, contracts or similar restriction and other similar charge or encumbrance not interfering with obligations in the ordinary course of business and not relating to the repayment of Financial Indebtedness; (viii) leases or subleases granted in the ordinary course of business to others not materially interfering with the business of any Obligor; (ix) any attachment or judgment Security not constituting an Obligor Event of Default; or any Security securing indebtedness the principal amount of which (when aggregated with the principal amount of any other indebtedness which has the benefit of Security given by that Obligor other than any permitted under paragraphs (i) to (ix) above) does not exceed U.S.$1,000,000 (or its Subsidiariesequivalent in another currency or currencies).

Negative Pledge. (a) Each No Obligor shall not, (and the Company shall procure each ensure that no other member of the Group not to, will) create or permit to subsist any Security over any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedits assets. (b) Paragraph No Obligor shall (and the Company shall ensure that no other member of the Group will): (i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group; (ii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iii) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. (c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms. (d) Paragraphs (a) and (b) above does do not apply to any Security listed belowto: (i) any Security arising comprising a netting or already arisen automatically set-off arrangement entered into by operation any member of law, or the Group in the ordinary course of its banking arrangements for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedingsthe purpose of netting debit and credit balances; (ii) any Security existing on over goods and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any property or asset prior to member of the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not in contemplation of such acquisitionGroup; (iii) any cash managementSecurity existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, netting as so disclosed, is not thereafter increased or set-off arrangement or combination of accounts arising in favour of any bank or financial institution as a result of the day-to-day operation of banking arrangementsits maturity extended; (iv) any Security arising under over or affecting any retention asset acquired by a member of titlethe Group after the date of this Agreement, title transferprovided that: (A) the Security was not created in contemplation of that acquisition; (B) the amount thereby secured has not been increased in contemplation of, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof in since the ordinary course of businessdate of, that acquisition; and (C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six months of the date of acquisition; (v) any easementSecurity over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, right-where the Security is created prior to the date on which that company becomes a member of the Group, provided that: (A) the Security was not created in contemplation of the acquisition of that company; (B) the amount thereby secured has not been increased in contemplation of-way, zoning or since the date of, that acquisition; and (C) unless the Security is in favour of a government or utility supplier and similar restriction was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six months of that company becoming a member of the Group; (vi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company; (vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement; (viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under paragraphs (i) to (vii) above and (B) any other similar charge Financial Indebtedness permitted under Clause 22.6(b)(vii)), does not exceed [***] per cent. of Total Assets at that time (or encumbrance not interfering with its equivalent in any other currency or currencies); or (ix) any Security approved by the ordinary course of business of an Obligor or any of its SubsidiariesMajority Lenders.

Negative Pledge. (a) Each No Obligor shall not, (and the Company shall procure each ensure that no other member of the Group not to, will) create or permit to subsist any Security over any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedits assets. (b) Paragraph No Obligor shall (and the Company shall ensure that no other member of the Group will): (i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group; (ii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iii) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. (c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms. (d) Paragraphs (a) and (b) above does do not apply to any Security listed belowto: (i) any Security arising comprising a netting or already arisen automatically set-off arrangement entered into by operation any member of law, or the Group in the ordinary course of its banking arrangements for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedingsthe purpose of netting debit and credit balances; (ii) any Security existing on over goods and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any property or asset prior to member of the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not in contemplation of such acquisitionGroup; (iii) any cash managementSecurity existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, netting as so disclosed, is not thereafter increased or set-off arrangement or combination of accounts arising in favour of any bank or financial institution as a result of the day-to-day operation of banking arrangementsits maturity extended; (iv) any Security arising under over or affecting any retention asset acquired by a member of titlethe Group after the date of this Agreement, title transferprovided that: (A) the Security was not created in contemplation of that acquisition; (B) the amount thereby secured has not been increased in contemplation of, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof in since the ordinary course of businessdate of, that acquisition; and (C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six months of the date of acquisition; (v) any easementSecurity over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, right-where the Security is created prior to the date on which that company becomes a member of the Group, provided that: (A) the Security was not created in contemplation of the acquisition of that company; (B) the amount thereby secured has not been increased in contemplation of-way, zoning or since the date of, that acquisition; and (C) unless the Security is in favour of a government or utility supplier and similar restriction was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six months of that company becoming a member of the Group; (vi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company; (vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement; (viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under paragraphs (i) to (vii) above and (B) any other similar charge Financial Indebtedness permitted under Clause 23.6(b)(vii)), does not exceed 5 per cent. of Total Assets at that time (or encumbrance not interfering with its equivalent in any other currency or currencies); or (ix) any Security approved by the ordinary course of business of an Obligor or any of its SubsidiariesMajority Lenders.

Negative Pledge. (a) Each Obligor The Borrower shall not, and shall procure each member of the Group not to, create or permit to subsist any Security over the Vessel or any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedits assets. (b) Paragraph The Guarantor shall not create or permit to subsist any Security over the Shares. (c) The Borrower shall not: (i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by any Obligor; (ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms; (iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. (d) Paragraphs (a) and (b) above does do not apply to any Security listed below: (i) any Security arising netting or already arisen automatically set-off arrangement entered into by operation any Obligor in the ordinary course of lawits banking arrangements for the purpose of netting debit and credit balances, or for taxes, assessments or governmental charges which is promptly discharged or disputed hereunder any rights of pledge and set-off in good faith relation to a cash pool arrangement approved by appropriate proceedingsthe Agent (on behalf of the Finance Parties and the Hedging Banks); (ii) any Security existing on any property or asset prior lien (including but not limited to the acquisition thereof by an Obligor or any Subsidiary thereof arising after maritime liens defined as such acquisition pursuant to contractual commitments entered into prior to applicable law) arising by operation of law and in the ordinary course of trading and securing obligations not in contemplation of such acquisitionmore than thirty (30) days overdue; (iii) any cash management, netting or set-off arrangement or combination of accounts arising in favour of Security entered into pursuant to any bank or financial institution as a result of the day-to-day operation of banking arrangements; Finance Document; (iv) any Security arising under any retention of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied cash collateral from an Obligor to any Obligor or Hedging Bank as security (for its own account) for any Subsidiary thereof in the ordinary course of business; and (v) swap transaction to be entered into between that Hedging Bank and an Obligor, and any easement, right-of-way, zoning and similar restriction and other similar charge or encumbrance not interfering with the ordinary course of business of cash collateral so placed by an Obligor or any with a Hedging Bank shall be released, discharged and (if required) deregistered immediately after evidence of its Subsidiaries.registration of the Mortgage on all of the Vessel;

Negative Pledge. (a) Each No Obligor shall notwill, and shall each Obligor will procure each that no member of the Group not towill, create or permit to subsist any Security over any of Encumbrance on the Group’s assets to secure any Financial Indebtedness of the Obligors whole or any Subsidiary thereof part of its respective present or future business, assets or undertaking except for the following: (a) Encumbrances constituted or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved evidenced by the Lender, for so long as such Financial Indebtedness will be so secured.Security Documents; (b) Paragraph (a) above does Encumbrances expressly permitted in writing by the Majority Lenders, provided that the principal amount of the indebtedness secured by such Encumbrances shall not apply to at any Security listed below:time be increased beyond the amount expressly so permitted; (ic) any Security Encumbrances arising or already arisen automatically by operation of law, law (or for taxes, assessments by agreement to the same effect) in the ordinary course of business and not as a result of any default or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedingsomission on the part of any member of the Group; (iid) any Security existing on any property or asset prior Encumbrances over goods and documents of title to goods arising in the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments ordinary course of letter of credit transactions entered into prior in the ordinary course of trade; (e) Encumbrances over credit balances on bank accounts of members of the Group with Approved Banks together created in order to facilitate the operation of such bank accounts and other bank accounts of such members of the Group with such Approved Banks on a net balance basis with credit balances and debit balances on the various accounts being netted off for interest purposes; (f) Encumbrances over assets acquired after the Closing Date and existing at the date of their acquisition but not created in contemplation of their acquisition, provided that (A) the principal amount secured by any such Encumbrance shall not be increased beyond the amount secured thereby at the date of such acquisition and (B) such Encumbrances are released and discharged within three months after such acquisition; (iiig) any cash management, netting or set-off arrangement or combination Encumbrances arising automatically by operation of accounts arising law in favour of any bank governmental authority in respect of Taxes or financial institution as a result governmental charges in an aggregate amount not exceeding (pound)1,000,000 (or its equivalent in other currencies) which are being contested by the relevant member of the day-to-day operation Group in good faith diligently pursued provided that an appropriate reserve or provision has been made in the Accounts of banking arrangementsthe Group; (ivh) any Security arising under any Encumbrances which may be constituted by retention of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof entered into (A) in the ordinary course of business; and trading or (vB) any easement, right-of-way, zoning and similar restriction and other similar charge with the vendors of stock or encumbrance not interfering with raw materials over stock and/or raw materials purchased in the ordinary course of business trading; (i) Encumbrances over the asset financed or acquired created by any finance lease, hire purchase agreements and conditional sale agreements which are entered into primarily as a method of raising finance or financing the acquisition (as the case may be) of any vehicles, machinery, plant or equipment provided that such finance lease or agreement is permitted by Clause 21.11; or (j) Encumbrances (not being over the shares of any member of the Group) not otherwise permitted pursuant to paragraphs (a)-(i) (inclusive) above together securing indebtedness in an Obligor aggregate principal amount not exceeding (pound)7,500,000 (or its equivalent in other currencies), provided that Encumbrances over the assets of members of the Group incorporated or established in the United Kingdom, Canada or the United States of America (or any part thereof) may not secure indebtedness in an aggregate principal amount (for all such members of the Group) exceeding (pound)2,500,000 (or its Subsidiariesequivalent in other currencies).

Negative Pledge. (a) Each Obligor shall The Borrower will not, and shall procure each will ensure that no other member of the Group not towill, create or permit to subsist have outstanding any Security on or over any their respective Assets, except for: (a) Security existing as at the date of the Group’s assets Subordinated Debt Facility Agreement and any replacement of any such Security provided that such replacement Security (x) relates to secure any Financial the same Assets as the Security that is replaced; and (y) secures Indebtedness of the Obligors same creditor and represents an extension of the Indebtedness secured thereby (but, except with the prior consent of the Majority Banks, the principal, capital or nominal amount secured by any Subsidiary thereof initial or replacement Security referred to in this paragraph (or any guarantees or indemnity in respect thereofa) without, in any may not be increased beyond the maximum such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be amount secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so secured.relevant Security at the date of the Deed of Amendment); (b) Paragraph (a) above does not apply to any Security listed below: (i) any Security liens arising or already arisen automatically solely by operation of law, or for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedings; (ii) any Security existing on any property or asset prior to the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to law and not in contemplation of such acquisition; (iii) any cash management, netting or set-off arrangement or combination of accounts arising in favour of any bank or financial institution as a result of the day-to-day operation of banking arrangements; (iv) any Security arising under any retention of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof in the ordinary course of business; and; (vc) Security relating to “cautions”, guarantees, surety bonds and any easement, right-of-way, zoning and similar restriction and other similar charge or encumbrance not interfering with transaction in the ordinary course of business and not at any time exceeding in aggregate €10,000,000; (d) Security arising in respect of an Obligor the purchase of machinery and equipment in the ordinary course of business and granted over such assets to secure Indebtedness raised to finance the acquisition thereof; (e) Security for taxes or any governmental charges contested in good faith and in relation to which adequate reserves have been made; (f) Security resulting from the securitisation transactions permitted under Clause 19.4 (Disposals) of this Agreement following the date of the Deed of Amendment; (g) Security resulting from financial leases permitted under Clause 19.4 (Disposals) of this Agreement to the extent granted over the relevant leased assets following the date of the Deed of Amendment; (h) Security required by law to be created in order to implement the Strategic Plan or T&D; (i) Security arising out of title retention provisions in a supplier’s standard conditions of supply of goods acquired by the relevant member of the Group in the ordinary course of its Subsidiariesbusiness; (j) any Security existing at the time of acquisition on or over any Asset acquired by it (otherwise than from another member of the Group) after the date of this Agreement and not created in contemplation of or in connection with that acquisition (provided that, except with the prior consent of the Majority Banks, the principal, capital or nominal amount secured by any such Security and outstanding at the time of acquisition may not be increased); (k) any Security not existing at the time of acquisition on or over any Asset acquired by it (otherwise than from another member of the Group) after the date of the Deed of Amendment and created over the relevant Asset at the time of that acquisition permitted under this Agreement; (l) any Security created over Assets acquired after the date of the Deed of Amendment and securing Project Finance Indebtedness provided that the only Assets which are the subject of that Security are Assets which are the subject of the relevant Project; (m) Security created in the ordinary course of business over assets having a value, and securing Indebtedness, not exceeding in aggregate €20,000,000 per annum or, if and for so long as the Borrower is Investment Grade, €50,000,000 per annum, for all members of the Group; and (n) any other Security created or outstanding with the prior consent of the Majority Banks.

Negative Pledge. (a) Each Obligor Except as provided for in paragraph (c) below, the Borrower shall not, and shall procure each ensure that neither it nor any other member of the Group not to, will create or permit to subsist any Security over any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedits assets. (b) Paragraph Except as provided for in paragraph (c) below, the Borrower shall ensure that neither it nor any other member of the Group will: (i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by the Borrower or any other member of the Group; (ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms; (iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. (c) Paragraphs (a) and (b) above does do not apply to any Security listed belowto: (i) any Security entered into by any member of the Group (other than the Borrower) on arm's length terms which is existing as at the date of this Agreement or any Security entered into by any member of the Group (other than the Borrower) which replaces any such Security provided that the amount thereby secured is not increased; (ii) any Security entered into by any member of the Group (other than the Borrower) on arm's length terms to secure any Permitted Financial Indebtedness provided that the aggregate amount thereby secured does not exceed the aggregate amount of such Permitted Financial Indebtedness; (iii) any netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances; (iv) any lien arising or already arisen automatically by operation of lawlaw and in the ordinary course of trading; (v) any Security over or affecting (or transaction ("Quasi-Security") described in paragraph (b) above affecting) any asset acquired by a member of the Group after the date of this Agreement if: (A) the Security or Quasi-Security was not created in contemplation of the acquisition of that asset by a member of the Group; (B) the principal amount secured has not been increased in contemplation of, or since the acquisition of that asset by a member of the Group; and (C) the Security or Quasi-Security is removed or discharged within three months of the date of acquisition of such asset; (vi) any Security or Quasi-Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security or Quasi-Security is created prior to the date on which that company becomes a member of the Group, if: (A) the Security or Quasi-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 or Quasi-Security is removed or discharged within three months of that company becoming a member of the Group; (vii) any Security entered into pursuant to any Finance Document; (viii) any Security created or incurred by the Borrower with respect to its obligations where such obligations do not exceed in the aggregate EUR 25,000,000 (or its equivalent in other currencies) at any one time, where such Security is not otherwise permitted pursuant to the other provisions of this Clause 19.3; (ix) any Security created or incurred by any member of the Group to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature in each case granted in the ordinary course of business by such member of the Group provided that where such Security is created or incurred by the Borrower, the aggregate amount thereby secured does not exceed EUR 10,000,000 at any time; (x) any Security created or incurred by any member of the Group (other than the Borrower) encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of such member of the Group, including rights of offset and set-off provided that any such contractual or warranty requirements are entered into in the ordinary course of business of such member of the Group; (xi) any Security created or incurred by any member of the Group (other than the Borrower) for taxes, assessments or governmental charges which is promptly discharged or disputed claims that are not yet delinquent or that are being contested in good faith by appropriate proceedingsproceedings promptly instituted and diligently conducted, provided that any reserve or other appropriate provision as shall be required in conformity with US GAAP shall have been made therefore; (iixii) any Security existing on created or incurred by any property member of the Group (other than the Borrower) arising by reason of any judgment, decree or asset prior to order of any court provided that any appropriate legal proceedings that may have been duly initiated for the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not in contemplation review of such acquisitionjudgment, decree or order shall not have been fully terminated or the period within which such proceedings may be initiated shall not have expired; (iiixiii) purchase money Security created or incurred by any cash management, netting or set-off arrangement or combination of accounts arising in favour of any bank or financial institution as a result member of the day-to-day operation Group (other than the Borrower) to finance the acquisition of banking arrangements; (iv) any Security arising under any retention of title, title transfer, hire purchase property or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof assets in the ordinary course of businessbusiness by such member of the Group where such Security is created within 90 days of such acquisition and provided that the related purchase money Financial Indebtedness is: (A) Permitted Financial Indebtedness; (B) the aggregate amount thereof does not exceed the cost of such property or assets; and (vC) not secured by any property or assets other than the property and assets so acquired; (xiv) any easementSecurity created or incurred by any member of the Group (other than the Borrower) or deposits made in the ordinary course of business by any member of the Group (other than the Borrower) in connection with workers' compensation, rightunemployment insurance and other types of social security, including any Security created or incurred by such member of the Group securing letters of credit issued in the ordinary course of business consistent with past practice of such member of the Group in connection therewith, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases and return-of-way, zoning and similar restriction money bonds and other similar charge obligations (exclusive of obligations for the payment of borrowed money) of such member of the Group; and (xv) any Security created or encumbrance not interfering with incurred by any member of the Group (other than the Borrower) in the ordinary course of business of an Obligor or such member of the Group securing reimbursement obligations with respect to any commercial letter of its Subsidiariescredit and which encumbers documents and other property relating to such letters of credit and products and proceeds thereof.

Negative Pledge. (a) Each No Obligor shall notshall, and the Company shall procure each that no member of the Group not toshall, create or permit to subsist any Security over any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedits assets. (b) Paragraph No Obligor shall, and the Company shall procure that no member of the Group shall: (i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by a member of the Group; (ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms; (iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset ((i)-(iv) above being “Quasi-Security”). (c) Paragraphs (a) and (b) above does do not apply to any Security listed belowto: (i) any Security arising netting or already arisen automatically set-off arrangement entered into by operation a member of law, the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances (including an Ancillary Facility) and any payment or close out netting or set-off arrangement under any derivative transaction entered into by a member of the Group in the ordinary course of business and not for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedingsspeculative purposes; (ii) any Security existing on any property or asset prior to lien arising by operation of law and in the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not in contemplation ordinary course of such acquisitionbusiness; (iii) any cash management, netting Security or setQuasi-off arrangement Security over or combination of accounts arising in favour of affecting any bank or financial institution as asset acquired by a result member of the dayGroup after the date of this Agreement if: (A) the Security or Quasi-toSecurity was not created in contemplation of the acquisition of that asset by a member of the Group; (B) the principal amount secured has not been increased in contemplation of, or since the acquisition of that asset by a member of the Group; and (C) the Security or Quasi-day operation Security is removed or discharged within six months of banking arrangementsthe date of acquisition of such asset unless such Security or Quasi-Security is permitted to remain outstanding pursuant to another paragraph of this paragraph (c); (iv) any Security or Quasi-Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security or Quasi-Security is created prior to the date on which that company becomes a member of the Group, if: (A) the Security or Quasi-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 or Quasi-Security is removed or discharged within six months of that company becoming a member of the Group unless such Security or Quasi-Security is permitted to remain outstanding pursuant to another paragraph of this paragraph (c); (v) the Transaction Security, any other Security entered into pursuant to any Finance Document or with the prior consent of the Majority Lenders; (vi) Security or Quasi-Security arising under any retention out of title, title transfer, hire purchase or conditional sale arrangement arrangements or arrangements having a similar effect or title retention provisions, in respect each case in a supplier’s standard conditions of supply of goods where the goods in question are supplied to any Obligor or any Subsidiary thereof on credit and are acquired by a member of the Group in the ordinary course of business; and (v) any easement, right-of-way, zoning and similar restriction and other similar charge or encumbrance not interfering with the ordinary course of business of an Obligor or any of its Subsidiaries.trading;

Negative Pledge. (a) Each Obligor shall notFor the purpose of this Subclause, and shall procure each member of the Group not to, create Quasi-Security Interest means an arrangement or permit to subsist any Security over any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof transaction described in paragraph (or any guarantees or indemnity in respect thereofc) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedbelow. (b) Paragraph Except as provided below, no member of the Restricted Group may create or allow to exist any Security Interest on any of its assets. (ac) above does No member of the Restricted Group may: (i) sell, transfer or otherwise dispose of any of its assets on terms where it is or may be leased to or re-acquired or acquired by a member of the Restricted Group; (ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms; (iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iv) enter into any other preferential arrangement having a similar effect, in circumstances where the transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. (d) Paragraphs (b) and (c) do not apply to any Security listed belowto: (i) any Security arising Interest or already arisen automatically Quasi-Security Interest listed in Schedule 5 (Existing Security) except to the extent the principal amount secured by operation of law, or for taxes, assessments or governmental charges which is promptly discharged or disputed that Security Interest exceeds the amount stated in good faith by appropriate proceedingsthat Schedule; (ii) any Security existing on Interest or Quasi-Security Interest created solely for the purpose of securing the refinancing of any property indebtedness secured by any Security Interest or asset prior Quasi-Security Interest listed in Schedule 5 (Existing Security) where the principal amount secured has not been increased above the amount stated in that Schedule which is to the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not in contemplation of such acquisitionbe refinanced; (iii) any cash managementSecurity Interest or Quasi-Security Interest comprising a netting, set-off or cash-pooling arrangement entered into by a member of the Restricted Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances; (iv) any payment or close out netting or set-off arrangement or combination of accounts arising in favour of pursuant to any bank or financial institution as hedging transaction entered into by a result member of the dayRestricted Group but excluding any Security Interest or Quasi-to-day operation of banking arrangementsSecurity Interest under a credit support arrangement; (ivv) any lien arising by operation of law and in the ordinary course of business; (vi) any Security Interest or Quasi-Security Interest on an asset, or an asset of any person, acquired by a member of the Restricted Group after the date of this Agreement but only for the period of 6 months from the date of acquisition and to the extent that the principal amount secured by that Security Interest has not been incurred or increased in contemplation of, or since, the acquisition; (vii) any Security Interest or Quasi-Security Interest arising under any retention of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof a member of the Restricted Group in the ordinary course of businesstrading and on the supplier’s standard or usual terms and not arising as a result of any default or omission by any member of the Restricted Group; (viii) any Security Interest or Quasi-Security Interest over goods or documents of title arising in the ordinary course of letter of credit transactions entered into in the ordinary course of trade; (ix) any Security Interest or Quasi-Security Interest provided with the prior consent of the Majority Lenders; and (vx) any easement, rightSecurity Interest or Quasi-of-way, zoning and similar restriction and other similar charge or encumbrance not interfering Security Interest securing indebtedness the amount of which (when aggregated with the ordinary course amount of business any other indebtedness which has the benefit of an Obligor a Security Interest not allowed under the preceding sub-paragraphs) does not exceed RMB500,000,000 or its equivalent at any of its Subsidiaries.time;

Negative Pledge. The Borrower shall ensure that, except as permitted under paragraph (c) below: (a) Each Obligor No Group Member shall not, and shall procure each member of the Group not to, create or permit to subsist any Security over any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedits assets. (b) Paragraph No Group Member shall: (i) dispose of any of its receivables on recourse terms; (ii) dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by any other Group Member; (iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. A transaction referred to in this paragraph (b) is termed “Quasi-Security”. (c) Except as required under any of the Finance Documents, no Personal Guarantor shall give any new or additional guarantee or indemnity to or for the benefit of any person or otherwise voluntarily assume any liability, whether actual or contingent, in respect of any obligation of any person, or create or permit to subsist any new Security or increase any existing Security over any of the assets owned by such Personal Guarantor on the date of this Agreement, as evidenced by the list in the Agreed Form delivered to the Lender by the Borrower prior to the date of this Agreement. The Borrower shall, in respect of each Personal Guarantor, provide on an annual basis for each calendar year no later than the time of delivery (or required time of delivery) of the financial statements in paragraph (a) of Clause 19.1 (Financial statements), any update to such list for any liability incurred of a principal amount, or asset acquired or disposed of which has a market value (determined reasonably), which, when aggregated with any other such liability incurred or value of asset acquired or disposed of, exceeds $1,000,000. (d) Paragraphs (a) and (b) above does do not apply to any Security listed belowor (as the case may be) Quasi-Security, which is: (i) any Security arising or already arisen automatically by operation of law, or for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedings;Permitted Security; or (ii) any Security existing on any property or asset prior to the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not in contemplation of such acquisition;Transaction Security; or (iii) any cash management, netting or set-off arrangement or combination of accounts arising in favour Security created by an Operating Company (other than a Security over the Equity Interest of any bank or financial institution as a result of the day-to-day operation of banking arrangements; (iv) any Security arising under any retention of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof in the ordinary course of business; and (v) any easement, right-of-way, zoning and similar restriction and other similar charge or encumbrance not interfering with the ordinary course of business of an Obligor or any of its SubsidiariesOperating Company).

Negative Pledge. (a) Each No Obligor shall not, and shall procure each member of the Group not to, create or permit to subsist any Security over any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedits assets. (b) Paragraph No Obligor shall: (i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor; (ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms; (iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. (c) Paragraphs (a) and (b) above does do not apply to any Security listed belowto: (i) any Security arising netting or already arisen automatically set-off arrangement entered into by operation any Obligor in the ordinary course of law, or its banking arrangements for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedingsthe purpose of netting debit and credit balances; (ii) any Security existing on any property or asset prior to lien arising by operation of law and in the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not in contemplation ordinary course of such acquisitiontrading; (iii) any cash management, netting Security over or setaffecting (or transaction ("Quasi-off arrangement Security") described in paragraph (b) above affecting) any asset acquired by an Obligor after the date of this Agreement if: (A) the Security or combination of accounts arising Quasi-Security was not created in favour of any bank or financial institution as a result contemplation of the dayacquisition of that asset by the Obligor; (B) the principal amount secured has not been increased in contemplation of, or since the acquisition of that asset by the Obligor; and (C) the Security or Quasi-to-day operation Security is removed or discharged within three months of banking arrangementsthe date of acquisition of such asset; (iv) any Security arising under any retention of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof in the ordinary course of business; andsecuring Project Finance Borrowings; (v) any easement, rightSecurity over the shares of any member of the Group which is not an Obligor provided such Security was required by and forms part of a Project Finance Borrowing arrangement; (vi) any Security entered into pursuant to any Finance Document; or (vii) any Security or Quasi-of-way, zoning and similar restriction and other similar charge or encumbrance not interfering Security securing indebtedness the principal amount of which (when aggregated with the ordinary course principal amount of business any other indebtedness which has the benefit of an Obligor Security or Quasi-Security given by any member of the Group other than any permitted under paragraphs (i) to (vi) above) does not exceed £50,000,000 (or its Subsidiariesequivalent in another currency or currencies).

Negative Pledge. (a) Each No Obligor shall notwill, and shall each Obligor will procure each member that none of the Group not toits Subsidiaries will, create or permit to subsist any Security over any of Encumbrance on the Group’s assets to secure any Financial Indebtedness of the Obligors whole or any Subsidiary thereof part of its respective present or future business, assets or undertaking except for the following: (a) Encumbrances constituted or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved evidenced by the Lender, for so long as such Financial Indebtedness will be so secured.Security Documents; (b) Paragraph (a) above does Encumbrances expressly permitted in writing by the Majority Banks, provided that the principal amount of the indebtedness secured by such Encumbrances shall not apply to at any Security listed below:time be increased beyond the amount expressly so permitted; (ic) any Security Encumbrances arising or already arisen automatically by operation of law, or for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedings; (ii) any Security existing on any property or asset prior to the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not in contemplation of such acquisition; (iii) any cash management, netting or set-off arrangement or combination of accounts arising in favour of any bank or financial institution as a result of the day-to-day operation of banking arrangements; (iv) any Security arising under any retention of title, title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof law in the ordinary course of businessbusiness and not as a result of any default or omission on the part of any member of the Group; (d) Encumbrances over goods and documents of title to goods arising in the ordinary course of letter of credit transactions entered into in the ordinary course of trade; (e) Encumbrances over credit balances on bank accounts of members of the Group (in the case of an Obligor being with Approved Banks) created in order to facilitate the operation of such bank accounts and other bank accounts of such members of the Group with such banks (or Approved Banks as the case may be) on a net balance basis with credit balances and debit balances on the various accounts being netted off for interest purposes or Encumbrances over credit balances on bank accounts pursuant to the standard terms and conditions of such bank (or Approved Bank as the case may be) of general application to its corporate customers; (f) Encumbrances over assets acquired after the Closing Date and existing at the date of acquisition but not created in contemplation of their acquisition, provided that (A) the principal amount secured by any such Encumbrance shall not be increased beyond the amount secured thereby at the date of such acquisition and (B) such Encumbrances are released and discharged within three months of the date of such acquisition, unless the Majority Banks otherwise consent; (g) Encumbrances securing only the Existing Facilities granted over shares in ▇▇▇▇ ▇▇▇▇▇ GmbH and ▇▇▇▇ ▇▇▇▇▇ Images/Canada Inc., provided that such Encumbrances shall be fully released within 30 days after the date hereof; (h) Encumbrances in existence at the Closing Date securing Borrowings owed to National Westminster Bank plc by Allsport Photographic plc provided that such Encumbrances shall be fully released within 45 days of the date hereof; (i) Encumbrances in existence at the Closing Date over shares in ▇▇▇▇ ▇▇▇▇▇ Images/Seattle, Inc. in favour of ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ provided that such Encumbrances shall be fully released before 31st May, 1998; (j) the Encumbrances in existence at the Closing Date in favour of the British Broadcasting Corporation created by Hulton Getty Picture Collection Limited more particularly described in the Disclosure Letter; (k) Encumbrances over accounts receivable from Subsidiaries of ▇▇▇▇ ▇▇▇▇▇ Images/America Inc. in existence at the Closing Date in favour of American National Bank created by ▇▇▇▇ ▇▇▇▇▇ Images/America Inc. in respect of a U.S.$1,000,000 facility with American National Bank, provided that such Encumbrances are fully released within 14 days of the date hereof; and (vl) Encumbrances not otherwise permitted pursuant to paragraphs (a)-(k) (inclusive) above together securing indebtedness in an aggregate principal amount at any easement, right-of-way, zoning and similar restriction and time outstanding not exceeding U.S.$1,500,000 (or its equivalent in other similar charge or encumbrance not interfering with the ordinary course of business of an Obligor or any of its Subsidiariescurrencies).

Negative Pledge. (a) Each Obligor shall notExcept as provided below, no Borrower may create or allow to exist any Security Interest on any of its assets and shall procure each ensure that no member of the Group not to, create creates or permit allows to subsist exist any Security over Interest on any of the Group’s assets to secure any Financial Indebtedness its assets. (i) No Borrower shall; and (ii) Each Borrower shall ensure that no member of the Obligors Group shall: (A) sell, transfer or otherwise dispose of any of its assets on terms where it is or may be leased to or re-acquired or acquired by a member of the Group or any Subsidiary thereof of its related entities; (B) sell, transfer or otherwise dispose of any guarantees of its receivables on recourse terms; (C) enter into any arrangement under which money or indemnity in respect thereofthe benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (D) withoutenter into any other preferential arrangement having a similar effect, in any such case, making effective provision whereby circumstances where the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such transaction is entered into primarily as a method of raising Financial Indebtedness or by such other Security as shall have been approved by of financing the Lender, for so long as such Financial Indebtedness will be so securedacquisition of an asset. (b) Paragraph Paragraphs (a) above does and (b) do not apply to any Security listed belowto: (i) any Security arising or already arisen automatically Interest constituted by operation of law, or for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedingsthe Security Documents; (ii) any Security Interest (existing on any property as at the date of this Agreement) over assets of CCS 2, but only if that Security Interest is irrevocably released and discharged upon the full and final repayment of the Financial Indebtedness owed under or asset prior to in connection with the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not in contemplation of such acquisitionExisting Facility Agreement; (iii) any cash management, Security Interest comprising a netting or set-off arrangement or combination of accounts arising in favour of any bank or financial institution as entered into by a result member of the day-to-day operation Group in the ordinary course of its banking arrangementsarrangements for the purpose of netting debit and credit balances; (iv) any lien arising by operation of law and in the ordinary course of business; (v) any Security Interest on an asset, or on asset of any person acquired by a member of the Group after the date of this Agreement but only for the period of six months from the acquisition date and to the extent that the principal amount secured by that Security Interest has not been incurred or increased in contemplation of, or since, the acquisition date; (vi) any Security Interest arising under as a result of or in the course of legal proceedings, the enforcement or realisation of which is stayed by reason of the underlying claim being duly contested in good faith in the reasonable opinion of the Lenders or pending or during the hearing of an appeal made against the judgement or order creating the Security Interest; (vii) a Security Interest created in the ordinary course of business over cash or debt securities in favour of any retention of titlebank, title transferfinancial institution, hire purchase stock exchange or conditional sale arrangement or arrangements having similar effect clearing house in respect of goods supplied to any Obligor repurchase agreements, foreign exchange, swaps or any Subsidiary thereof other derivatives transactions entered into in the ordinary course of business; or (viii) security for any Financial Indebtedness permitted under sub-paragraph (b)(iii) of Clause 19.7 (Financial Indebtedness) provided that: (A) that the counterparty of any such hedging arrangement is also a Lender unless no Lender is prepared to provide such hedging arrangements on prevailing market terms in which case the counterparty of such hedging arrangement may be a third party; and (vB) any easement, right-of-way, zoning intercreditor and similar restriction and other similar charge or encumbrance not interfering with security arrangements are agreed between the ordinary course Parties to the satisfaction of business of an Obligor or any of its Subsidiariesthe Majority Lenders.

Negative Pledge. (a) Each No Obligor shall not, (and the Company shall procure each ensure that no other member of the Group not to, will) create or permit to subsist any Security over any of the Group’s assets to secure any Financial Indebtedness of the Obligors or any Subsidiary thereof (or any guarantees or indemnity in respect thereof) without, in any such case, making effective provision whereby the Loan and the obligations under the Finance Documents will be secured either at least equally and ratably with such Financial Indebtedness or by such other Security as shall have been approved by the Lender, for so long as such Financial Indebtedness will be so securedits assets. (b) Paragraph No Obligor shall (and the Company shall ensure that no other member of the Group will): (i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group; (ii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iii) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. (c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms. (d) Paragraphs (a) and (b) above does do not apply to any Security listed belowto: (i) any Security arising comprising a netting or already arisen automatically set-off arrangement entered into by operation any member of law, or the Group in the ordinary course of its banking arrangements for taxes, assessments or governmental charges which is promptly discharged or disputed in good faith by appropriate proceedingsthe purpose of netting debit and credit balances; (ii) any Security existing on over goods and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any property or asset prior to member of the acquisition thereof by an Obligor or any Subsidiary thereof arising after such acquisition pursuant to contractual commitments entered into prior to and not in contemplation of such acquisitionGroup; (iii) any cash managementSecurity existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, netting as so disclosed, is not thereafter increased or set-off arrangement or combination of accounts arising in favour of any bank or financial institution as a result of the day-to-day operation of banking arrangementsits maturity extended; (iv) any Security arising under over or affecting any retention asset acquired by a member of titlethe Group after the date of this Agreement, title transferprovided that: (A) the Security was not created in contemplation of that acquisition; LD885224/33 (B) the amount thereby secured has not been increased in contemplation of, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor or any Subsidiary thereof in since the ordinary course of businessdate of, that acquisition; and (C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six months of the date of acquisition; (v) any easementSecurity over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, right-where the Security is created prior to the date on which that company becomes a member of the Group, provided that: (A) the Security was not created in contemplation of the acquisition of that company; (B) the amount thereby secured has not been increased in contemplation of-way, zoning or since the date of, that acquisition; and (C) unless the Security is in favour of a government or utility supplier and similar restriction was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six months of that company becoming a member of the Group; (vi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company; (vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement; (viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under paragraphs (i) to (vii) above and (B) any other similar charge Financial Indebtedness permitted under Clause 23.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time (or encumbrance not interfering with its equivalent in any other currency or currencies); or (ix) any Security approved by the ordinary course of business of an Obligor or any of its SubsidiariesMajority Lenders.