Common use of Negative Pledge Clause in Contracts

Negative Pledge. Neither the Company nor the Borrower will, and the Company will not permit any Subsidiary to, create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $265,000,000; (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof. (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company or a Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venture; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assets; (h) Liens arising in the ordinary course of business which (i) do not secure Debt, (ii) do not secure any obligation in an amount exceeding $50,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; and (i) Liens not otherwise permitted by and in addition to the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $750,000,000.

Negative Pledge. Neither the Company nor the Borrower will, and the Company will not permit any Subsidiary to, will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement hereof securing Debt outstanding on the date of this Agreement hereof in an aggregate principal amount not exceeding $265,000,00025,000,000; (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 180 90 days after the acquisition thereof.; (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company or a Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venture; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assets; (g) any Lien arising pursuant to any order of attachment or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and the claims secured thereby are being contested in good faith by appropriate proceedings; (h) Liens arising in incidental to the ordinary course conduct of its business or the ownership of its assets which (i) do not secure Debt, Debt or Derivatives Obligations and (ii) do not secure any obligation in an amount exceeding $50,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) Liens on cash and cash equivalents securing Derivatives Obligations, provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $25,000,000; and (ij) Liens not otherwise permitted by and in addition to the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $750,000,0005% of Consolidated Assets.

Negative Pledge. Neither the Company nor (a) The Parent and the Borrower willshall not, and the Company will shall not permit any other Loan Party or any other Subsidiary to, create, assume assume, or suffer to exist incur any Lien (other than Permitted Liens and Liens on assets of an Excluded Subsidiary securing the Indebtedness which causes such Subsidiary to be an Excluded Subsidiary) upon any asset of its properties, assets, income or profits of any character whether now owned or hereafter acquired by itif immediately prior to the creation, except: (a) Liens existing on the date assumption or incurring of this Agreement securing Debt outstanding on the date such Lien, or immediately thereafter, a Default or Event of this Agreement Default is or would be in an aggregate principal amount not exceeding $265,000,000;existence. (b) The Parent and the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, enter into, assume or otherwise be bound by any Negative Pledge except for a Negative Pledge contained in any agreement (i)(x) evidencing Indebtedness which the Parent, the Borrower, such other Loan Party or such Subsidiary may create, incur, assume, or permit or suffer to exist under Section 10.3., (y) which Indebtedness is secured by a Lien existing on any asset permitted to exist, and (z) which prohibits the creation of any corporation at other Lien on only the time property securing such corporation becomes Indebtedness as of the date such agreement was entered into; (ii) consisting of customary provisions in leases and other contracts restricting the assignment thereof; (iii) relating to the sale of a Subsidiary and not created or assets pending such sale, provided that in contemplation any such case the Negative Pledge applies only to the Subsidiary or the assets that are the subject of such event;sale; or (iv) that evidences Unsecured Indebtedness which contains restrictions on encumbering assets that are substantially similar to, or less restrictive than, those restrictions contained in the Loan Documents. (c) The Parent and the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (ii) pay any Indebtedness owed to the Parent, the Borrower or any other Subsidiary; (iii) make loans or advances to the Parent, the Borrower or any other Subsidiary; or (iv) transfer any of its property or assets to the Parent, the Borrower or any other Subsidiary, except for any such encumbrances or restrictions, (A) contained in agreements relating to the sale of a Subsidiary or assets pending such sale, or relating to Indebtedness secured by a Lien on any asset securing Debt incurred assets that the Borrower or assumed for the purpose of financing all such Subsidiary may create, incur, assume, or any part of the cost of acquiring such assetpermit or suffer to exist under Sections 10.3. and 10.6.(a), provided that in any such Lien attaches case the encumbrances and restrictions apply only to such asset concurrently with the Subsidiary or within 180 days after the acquisition thereof. (d) any Lien on any asset of any corporation existing at assets that are the time such corporation is merged or consolidated with or into the Company or a Subsidiary and not created in contemplation subject of such event; sale or Lien, as the case may be, (eB) set forth in the organizational documents or other agreements binding on or applicable to any Lien existing on Excluded Subsidiary or any asset prior Subsidiary that is not a Wholly Owned Subsidiary (but only to the acquisition thereof by extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the Company property or a Subsidiary and not created in contemplation assets of such acquisition; Subsidiary), (fC) contained in an agreement that governs an Investment in an Unconsolidated Affiliate (but only to the extent such encumbrance or restriction covers any Lien on assets Equity Interest in such Unconsolidated Affiliate) or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries (D) in which any other agreement (1) evidencing Unsecured Indebtedness that the Company Borrower, any other Loan Party or any of its Subsidiaries has made investments other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt")2) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of less restrictive than, such Joint Venture; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased encumbrances and is not secured by any additional assets; (h) Liens arising restrictions set forth in the ordinary course of business which (i) do not secure Debt, (ii) do not secure any obligation in an amount exceeding $50,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; and (i) Liens not otherwise permitted by and in addition to the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $750,000,000Loan Documents.

Negative Pledge. Neither the Company nor the Borrower will, and the Company will not permit any Subsidiary to, will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $265,000,000the US Dollar Equivalent of US$50,000,000; (b) any Lien existing on any asset of any corporation or other Person at the time such corporation or other Person becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 180 90 days after the acquisition thereof.; (d) any Lien on any asset of any corporation or other Person existing at the time such corporation or other Person is merged or consolidated with or into the Company or a Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venture; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assets; (hg) Liens arising in the ordinary course of its business which (i) do not secure Debt, (ii) do not secure any obligation in an amount exceeding $the US Dollar Equivalent of US$50,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; and (ih) Liens not otherwise permitted by and in addition to the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $750,000,00010% of Consolidated Net Worth.

Negative Pledge. Neither the Company nor the either Borrower will, and the Company will not permit any Subsidiary to, create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $265,000,000; (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof.; (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company or a Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venture; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assets; (h) Liens arising in the ordinary course of business which (i) do not secure Debt, (ii) do not secure any obligation in an amount exceeding $50,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; and (i) Liens not otherwise permitted by and in addition to the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $750,000,000.

Negative Pledge. Neither the Company Borrower nor the Borrower will, and the Company will not permit any Subsidiary to, will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $265,000,0001,000,000; (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt or Non-recourse Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 180 90 days after the acquisition thereof.; (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company Borrower or a Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company Borrower or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venture; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assetsassets of the Borrower or any Subsidiary; (hg) Liens arising in the ordinary course of its business which (i) do not secure Debt, (ii) do not secure any obligation in an amount exceeding $50,000,000 5,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; and; (ih) Liens not otherwise permitted by and in addition to the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $750,000,00050,000,000; (i) (x) Liens which are granted pursuant to any Securitization Transaction and which cover only the Receivables and Receivables Related Assets or interests therein which are the subject of such Securitization Transaction and (y) Liens which are granted pursuant to any transaction that, but for failure to satisfy the conditions set forth in the proviso of the definition of "Securitization Transaction", would constitute a Securitization Transaction, which Liens cover only the Receivables and Receivables Related Assets subject thereto, so long as the aggregate amount of liabilities that are, or would be, required, in accordance with generally accepted accounting principles, to be included as liabilities on a consolidated balance sheet of the Borrower or its Consolidated Subsidiaries with respect to all such transactions does not exceed $500,000,000; and (j) any Lien securing obligations owed by a Subsidiary to the Borrower or another Subsidiary.

Negative Pledge. Neither the Company No Loan Party nor the Borrower will, and the Company will not permit any Subsidiary to, of a Loan Party will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement encumbering assets (other than Collateral) securing Debt outstanding on the date of this Agreement Agreement, in an aggregate each case as described and in the principal amount not exceeding $265,000,000amounts set forth on Schedule 5.14; (b) any Lien existing on any asset Liens for taxes, assessments or similar charges, incurred in the ordinary course of any corporation at the time such corporation becomes a Subsidiary business that are not yet due and not created payable or that are being contested in contemplation of such eventgood faith and with due diligence by appropriate proceedings; (c) pledges or deposits made in the ordinary course of business to secure payment of workers’ compensation, or to participate in any fund in connection with workers’ compensation, unemployment insurance, old-age pensions or other social security programs which in no event shall become a Lien on prior to any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof.Collateral Documents; (d) Liens of mechanics, materialmen, warehousemen, carriers or other like liens, securing obligations incurred in the ordinary course of business that: (1) are not yet due and payable and which in no event shall become a Lien prior to any Collateral Documents; or (2) are being contested diligently in good faith pursuant to appropriate proceedings and with respect to which the Loan Party has established reserves reasonably satisfactory to the Administrative Agent and Required Lenders and which in no event shall become a Lien on prior to any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company or a Subsidiary and not created in contemplation of such eventCollateral Documents; (e) any good faith pledges or deposits made in the ordinary course of business to secure performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, not in excess of ten percent (10%) of the aggregate amount due thereunder, or to secure statutory obligations, or surety, appeal, indemnity, performance or other similar bonds required in the ordinary course of business which in no event shall become a Lien existing on any asset prior to the acquisition thereof by the Company or a Subsidiary and not created in contemplation of such acquisitionany Collateral Document; (f) any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venture; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that (i) such Debt is not increased and is not secured by any additional assets, and (ii) the amount of such Debt secured by any such Lien is not increased; (g) encumbrances consisting of zoning restrictions, easements or other restrictions on the use of real property, none of which materially impairs the use of such property by Borrower in the operation of its business, and none of which is violated in any material respect by existing or proposed restrictions on land use; (h) any Lien on Margin Stock; (i) any Lien imposed as a result of a taking under the exercise of the power of eminent domain by any governmental body or by any Person acting under governmental authority; (j) Liens arising securing reasonable and customary fees of banks and other depository institutions on Cash and Cash Equivalents held on deposit with such banks and institutions; provided that such Liens are subordinated to the Liens described in Section 5.14(l); (k) Liens restricting the ability of any SBIC Entity to encumber its assets pursuant to (i) Applicable Law, (ii) agreements with the Small Business Administration entered into in the ordinary course of business which or (iii) Debt obligations of the SBIC Entities permitted under Section 5.31; (l) Liens securing the Administrative Agent and the Secured Parties created or arising under the Loan Documents; and (m) Liens securing Debt permitted under Section 5.31(d), provided that (i) such Liens do not secure at any time encumber any property other than property financed by such Debt, (ii) do the Debt secured thereby does not secure any obligation in an amount exceeding $50,000,000 exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition, and (iii) do not such Liens attach to such property concurrently with or within ninety (90) days after the acquisition thereof. Notwithstanding anything contained in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; and (i) Liens not otherwise permitted by and in addition this Section 5.14 to the foregoing clauses contrary, no Loan Party or any Subsidiary of this Section securing Debt a Loan Party will create, assume or suffer to exist any Lien on the Collateral except the Liens in an aggregate principal amount at any time outstanding not to exceed $750,000,000favor of the Secured Parties under the Collateral Documents and the Permitted Encumbrances.

Negative Pledge. Neither the Company Borrower nor the Borrower will, and the Company any Consolidated Subsidiary will not permit any Subsidiary to, create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $265,000,000US$10,000,000 (or its equivalent in any other currency); (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Consolidated Subsidiary and not created in contemplation of such event; (c) any Lien on any asset (other than Equity Interests, indebtedness or inventory) securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring or constructing such asset, provided that such Lien attaches to such asset concurrently with or within 180 days 18 months after the acquisition or completion of construction thereof.; (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company Borrower or a Consolidated Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company Borrower or a Consolidated Subsidiary and not created in contemplation of such acquisition; (f) Liens securing Debt owing by any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had Subsidiary to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint VentureBorrower; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that (i) such Debt is not increased and is not secured by any additional assets, and (ii) the amount of such Debt secured by any such Lien is not increased; (h) Liens arising in incidental to the ordinary course conduct of its business or the ownership of its assets which (i) do not secure Debt, Debt and (ii) do not secure any obligation in an amount exceeding $50,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) any Lien on Excess Margin Stock; and (ij) Liens not otherwise permitted by and in addition to the foregoing clauses of this Section securing Debt (other than Loans) in an aggregate principal amount at any time outstanding which, together with the amount of Debt secured by Liens permitted by the foregoing paragraphs (a) through (i), does not to exceed $750,000,00010% of Consolidated Total Assets.

Negative Pledge. Neither the Company nor the Borrower will, and the Company will not permit any Subsidiary to, create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $265,000,000; (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof. (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company or a Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures")investments, but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries which are not Minor Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Person which is not a Consolidated Subsidiary (a "Joint Venture Venture") securing Limited Recourse Debt of such Joint Venture; (g) Liens on capital stock of AirTouch Communications, Inc., Financial Security Assurance Holdings Ltd. or Enhance Financial Services Group Inc. (or their respective successors) which secure Debt for borrowed money; (h) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assets; (hi) Liens arising in the ordinary course of business which (i) do not secure Debt, (ii) do not secure any obligation in an amount exceeding $50,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; and (ij) Liens not otherwise permitted by and in addition to the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $750,000,00020% of Consolidated EBITDA for the four consecutive fiscal quarters most recently ended; provided that in the case of any four fiscal quarter period ending after the Separation but prior to the first anniversary of the Separation, Consolidated EBITDA for such period shall equal Consolidated EBITDA (calculated on a pro forma basis for the fiscal quarter in which the Separation occurs in order to exclude items not attributable to operations which are continuing after the Separation) for each fiscal quarter (a "Relevant Quarter") ending after the Separation and on or prior to the last day of such period, multiplied by a fraction, the numerator of which is four and the denominator of which is the number of Relevant Quarters.

Negative Pledge. Neither After the Company nor Closing Date, neither the Borrower will, and the Company will not permit nor any Subsidiary to, will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) any Lien existing prior to the Closing Date securing Debt; PROVIDED that the Liens existing created by OrNda's Existing Credit Agreement shall be released on or before the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $265,000,000Closing Date; (b) any Lien existing on any asset of any corporation at bonds issued by the time such corporation becomes a Subsidiary Metrocrest Hospital Authority (and not created in contemplation of such eventrelated proceeds and other distributions) granted to secure the Borrower's obligations under the Metrocrest Reimbursement Agreement and the Securities Pledge and Security Agreement referred to therein; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof. (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company or a Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venture; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any clause (a) above; PROVIDED that (i) the principal amount of the foregoing clauses of this Section, provided that such Debt is not increased and (ii) such Debt is not secured by any additional assets; (d) if the letters of credit issued pursuant to the Metrocrest Reimbursement Agreement are replaced by other letters of credit issued for the same purpose, any Lien securing the Borrower's obligations under the reimbursement agreement relating to such replacement letters of credit; PROVIDED that (i) the aggregate amount of such letters of credit is not increased and (ii) the Borrower's obligations under the related reimbursement agreement are not secured or required to be secured by any assets except the assets by which the Borrower's obligations under the Metrocrest Reimbursement Agreement are secured or required to be secured; (e) any Lien securing Non-Recourse Purchase Money Debt; (f) any Lien on assets of a Person which becomes a Subsidiary after the Closing Date; PROVIDED that such Lien secures only (i) Debt of such Person that is outstanding when such Person becomes a Subsidiary and was not created in contemplation of such event or (ii) Debt incurred solely for the purpose of refinancing Debt described in the foregoing clause (i); (g) carriers', warehousemen's, mechanics', transporters, materialmen's, repairmen's or other like Liens arising in the ordinary course of business; (h) any Lien imposed by any governmental authority for taxes, assessments, governmental charges, duties or levies not delinquent or which are being contested in good faith and by appropriate proceedings; PROVIDED that adequate reserves with respect thereto are maintained on the books of the Borrower and its Subsidiaries in accordance with GAAP; (i) Liens on cash and cash equivalents securing obligations of the Borrower and its Subsidiaries with respect to workers' compensation, malpractice and other insurance policies; PROVIDED that the aggregate amount of cash and cash equivalents subject to such Liens may not exceed $35,000,000 at any time; (j) Liens arising in the ordinary course of business (other than Liens permitted by clause (g), (h) or (i) above) which (i) do not secure DebtFinancial Obligations, (ii) do not secure any single obligation in an outstanding amount exceeding $50,000,000 10,000,000 and (iii) do not secure obligations in an aggregate outstanding amount exceeding $50,000,000; (k) Liens on cash and cash equivalents securing Hedging Obligations, PROVIDED that the aggregate materially detract from amount of cash and cash equivalents subject to such Liens may not exceed $50,000,000 at any time; (l) any Lien on cash and cash equivalents securing LC Reimbursement Obligations pursuant to Section 6.03; (m) any Lien on an asset leased by the value Borrower or a Subsidiary under a capital lease securing its obligations as lessee under such capital lease; (n) any Lien on any asset of its assets or materially impair a Subsidiary securing Debt owed to the use thereof in the operation of its businessBorrower; and (io) Liens not otherwise permitted by and in addition to the foregoing clauses of this Section securing Debt; PROVIDED that, immediately after any such Debt in an is incurred, the aggregate outstanding principal or face amount at any time outstanding of all Debt secured pursuant to this clause (o) shall not to exceed $750,000,00015,000,000.

Negative Pledge. Neither the Company nor the The Borrower willwill not, and the Company will not permit any Subsidiary of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any asset of its assets or property now owned or hereafter acquired by it(including, without limitation, in the case of the Borrower, the Capital Stock of any Financial Institution Subsidiary including United Community Bank) except: (a) Liens existing on (if any) created in favor of the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $265,000,000Lender; (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such eventPermitted Encumbrances; (c) Liens incurred in the ordinary course of business securing Permitted Financial Institution Subsidiary Indebtedness; (d) Liens on property of the Borrower or any Lien on any asset securing Debt incurred or assumed of its Subsidiaries created solely for the purpose of financing all securing Indebtedness expressly permitted by Section 7.1(e), representing or any part incurred to finance, refinance or refund the purchase price of property; provided, that no such Lien shall extend to or encumber other property of the cost Borrower or such Subsidiary other than the respective property so acquired, and the principal amount of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 180 days after Indebtedness secured thereby shall at no time exceed the acquisition thereof. (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company or a Subsidiary and not created in contemplation original purchase price of such eventproperty; (e) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business; (f) any Lien Liens existing on any property or asset of any Person prior to the acquisition thereof by the Company Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary and after the date hereof prior to the time such Person becomes a Subsidiary, in each case, in connection with an Acquisition; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition; Acquisition, (fii) such Lien shall not apply to any Lien on other property or assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company Borrower or any of its Subsidiaries has made investments Subsidiary and ("Joint Ventures"), but for iii) such Lien shall secure only those obligations which it secures on the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt date of such Joint VentureAcquisition and extensions, renewals and replacements (including any replacement incurred in respect thereof at the time of assumption thereof) thereof that do not increase the outstanding principal amount thereof; (g) extensions, renewals, or replacements of any Lien arising out referred to in paragraphs (a), (b), (c), (d), (e) and (f) of this Section; provided, that the principal amount of the refinancing, replacement, Indebtedness secured thereby is not increased in any manner that would exceed the amounts permitted by Section 7.1 and that any such extension, renewal or refunding of any Debt secured by any replacement Lien is limited to the assets originally encumbered thereby or is otherwise permitted by any of the foregoing clauses of this Sectionparagraphs (a), provided that such Debt is not increased (b), (c), (d) (e) and is not secured by any additional assets;(f); and (h) Liens arising in the ordinary course of business which (i) do not secure Debt, (ii) do not secure any obligation in an amount exceeding $50,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; and (i) Liens not otherwise permitted by and in addition to the foregoing clauses of this Section securing Debt obligations in an aggregate principal amount of up to $5,000,000 at any time outstanding outstanding. Notwithstanding anything herein or otherwise to the contrary, the Borrower shall not grant any Lien, or otherwise permit any Lien to exceed $750,000,000exist, on the Capital Stock of any Financial Institution Subsidiary (other than Liens, if any, in favor of the Lender).

Negative Pledge. Neither the Company Borrower nor the Borrower will, and the Company will not permit any Subsidiary to, will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement (after taking into account the Demutualization) securing Debt outstanding on the date of this Agreement in an aggregate principal or face amount not exceeding $265,000,0002,000,000; (b) any Lien existing on any asset of any corporation Person at the time such corporation Person becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 180 90 days after the acquisition thereof.; (d) any Lien on any asset of any corporation Person existing at the time such corporation Person is merged or consolidated with or into the Company Borrower or a Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company Borrower or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venture; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assets; (hg) Liens arising in the ordinary course of its business which (i) do not secure Debt, Debt or Derivatives Obligations and (ii) do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $50,000,000 10,000,000; (h) Liens on cash and (iii) do not in cash equivalents securing Derivatives Obligations, provided that the aggregate materially detract from the value amount of its assets or materially impair the use thereof in the operation of its businesscash and cash equivalents subject to such Liens may at no time exceed $50,000,000; and (i) Liens not otherwise permitted by and in addition to the foregoing clauses of this Section securing Debt in an aggregate principal or face amount not at any time outstanding not to exceed $750,000,000exceeding 5% of Adjusted Consolidated Tangible Net Worth.

Negative Pledge. Neither the Company Borrower nor the Borrower will, and the Company any Consolidated Subsidiary will not permit any Subsidiary to, create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount with respect to Debt for borrowed money and capital leases not exceeding $265,000,000370,000,000; (b) any Lien existing on any asset of any (i) corporation or partnership at the time such corporation or such partnership becomes a Consolidated Subsidiary, or (ii) Subsidiary at the time it becomes a Significant Subsidiary, and in either case not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring or constructing such asset (or effecting any repairs, improvements or additions to such asset), provided that such Lien attaches to such asset concurrently with or within 180 days 18 months after the acquisition or completion of construction, repair or improvement thereof.; (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company Borrower or a Consolidated Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company Borrower or a Consolidated Subsidiary and not created in contemplation of such acquisition; (f) Liens securing Debt owing by any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had Subsidiary to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint VentureBorrower; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses paragraphs of this Section, provided that (i) such Debt is not increased and is not secured by any additional assets, and (ii) the amount of such Debt secured by any such Lien is not increased; (h) Liens arising in incidental to the ordinary course conduct of its business or the ownership of its assets which (i) do not secure Debt, Debt (other than Debt arising from operating leases which become capital leases as required by GAAP) and (ii) do not secure any obligation in an amount exceeding $50,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) any Lien on Margin Stock; (j) Liens arising from any synthetic lease transaction pursuant to which the Borrower or any of its Subsidiaries is a lessee; and (ik) Liens not otherwise permitted by and in addition to the foregoing clauses paragraphs of this Section securing Debt (other than indebtedness hereunder) in an aggregate principal amount at any time outstanding not to exceed $750,000,00020% of Consolidated Tangible Net Worth; provided, however, that all Liens permitted by the foregoing paragraphs (a) through (i) and (k) shall at no time secure Debt in an aggregate amount greater than 25% of Consolidated Tangible Net Worth.

Negative Pledge. Neither the Company No Loan Party nor the Borrower will, and the Company will not permit any Subsidiary to, of a Loan Party will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement encumbering assets (other than Collateral) securing Debt outstanding on the date of this Agreement Agreement, in an aggregate each case as described and in the principal amount not exceeding $265,000,000amounts set forth on Schedule 5.14; (b) any Lien existing on any asset Liens for taxes, assessments or similar charges, incurred in the ordinary course of any corporation at the time such corporation becomes a Subsidiary business that are not yet due and not created payable or that are being contested in contemplation of such eventgood faith and with due diligence by appropriate proceedings; (c) pledges or deposits made in the ordinary course of business to secure payment of workers’ compensation, or to participate in any fund in connection with workers’ compensation, unemployment insurance, old-age pensions or other social security programs which in no event shall become a Lien on prior to any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof.Collateral Documents; (d) Liens of mechanics, materialmen, warehousemen, carriers or other like liens, securing obligations incurred in the ordinary course of business that: (1) are not yet due and payable and which in no event shall become a Lien prior to any Collateral Documents; or (2) are being contested diligently in good faith pursuant to appropriate proceedings and with respect to which the Loan Party has established reserves reasonably satisfactory to the Administrative Agent and Required Lenders and which in no event shall become a Lien on prior to any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company or a Subsidiary and not created in contemplation of such eventCollateral Documents; (e) any good faith pledges or deposits made in the ordinary course of business to secure performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, not in excess of ten percent (10%) of the aggregate amount due thereunder, or to secure statutory obligations, or surety, appeal, indemnity, performance or other similar bonds required in the ordinary course of business which in no event shall become a Lien existing on any asset prior to the acquisition thereof by the Company or a Subsidiary and not created in contemplation of such acquisitionany Collateral Document; (f) any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venture; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that (i) such Debt is not increased and is not secured by any additional assets, and (ii) the amount of such Debt secured by any such Lien is not increased; (g) encumbrances consisting of zoning restrictions, easements or other restrictions on the use of real property, none of which materially impairs the use of such property by Borrower in the operation of its business, and none of which is violated in any material respect by existing or proposed restrictions on land use; (h) any Lien on Margin Stock; (i) any Lien imposed as a result of a taking under the exercise of the power of eminent domain by any governmental body or by any Person acting under governmental authority; (j) Liens arising securing reasonable and customary fees of banks and other depository institutions on Cash and Cash Equivalents held on deposit with such banks and institutions; provided that such Liens are subordinated to the Liens described in Section 5.14(l); (k) Liens restricting the ability of any SBIC Entity to encumber its assets pursuant to (i) Applicable Law, (ii) agreements with the Small Business Administration entered into in the ordinary course of business which or (iii) Debt obligations of the SBIC Entities permitted under Section 5.31; (l) Liens securing the Administrative Agent and the Secured Parties created or arising under the Loan Documents; (m) Liens securing Debt permitted under Section 5.31(d), provided that (i) such Liens do not secure at any time encumber any property other than property financed by such Debt, (ii) do the Debt secured thereby does not secure any obligation in an amount exceeding $50,000,000 exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition, and (iii) do not in such Liens attach to such property concurrently with or within ninety (90) days after the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its businessacquisition thereof; and (in) Liens not otherwise securing Debt permitted by and under Section 5.31(h). Notwithstanding anything contained in addition this Section 5.14 to the foregoing clauses contrary, no Loan Party or any Subsidiary of this Section securing Debt a Loan Party will create, assume or suffer to exist any Lien on the Collateral except the Liens in an aggregate principal amount at any time outstanding not to exceed $750,000,000favor of the Secured Parties under the Collateral Documents and the Permitted Encumbrances.

Negative Pledge. Neither the Company nor the Borrower willany Consolidated Subsidiary will create, and the Company will not permit any Subsidiary to, createincur, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) any Lien created under the Transaction Documents; (b) Liens existing on the date of this Agreement hereof, securing Debt Indebtedness outstanding on the date of this Agreement in an aggregate principal amount not exceeding $265,000,000; (b) any Lien existing hereof and set forth on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such eventSchedule 6B; (c) any Lien on any asset securing Debt Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof.; (d) any Lien existing on any asset of any corporation at the time such corporation becomes a Consolidated Subsidiary, provided that (i) such Lien is not created in contemplation of or in connection with such corporation becoming a Consolidated Subsidiary, (ii) such Lien shall not apply to any other property or assets of the Company or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date such corporation becomes a Consolidated Subsidiary and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (e) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company or a any Consolidated Subsidiary and not created in contemplation of such event; provided that such Lien shall not extend to other properties or assets of the Company or any Subsidiary and shall secure only those obligations which it secures on the date of such merger or consolidation and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (ef) any Lien existing on any asset prior to the acquisition thereof by the Company or a any Consolidated Subsidiary and not created in contemplation of such acquisition; (f) any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venture; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section, paragraph; provided that such Debt Indebtedness is not increased and is not secured by any additional assets; (h) Liens for taxes that are not yet subject to penalties for non-payment or are being contested in good faith, or minor survey exceptions or minor encumbrances, easements or other rights of others with respect to, or zoning or other governmental restrictions as to the use of, real property that do not, in the aggregate, materially impair the use of such property in the operation of the businesses of the Company and the Subsidiaries; (i) (i) Liens arising out of judgments or awards against the Company or any Subsidiary with respect to which such Person is, in good faith, prosecuting an appeal or proceedings for review and (ii) Liens incurred by the Company or any Subsidiary for the purpose of obtaining a stay or discharge in any legal proceeding to which the Company or any Subsidiary is a party; provided that the Liens permitted by the foregoing clause (ii) shall not secure obligations in an aggregate principal amount outstanding in excess of 5.0% of Consolidated Tangible Net Worth; (i) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlord’s or other like Liens arising in the ordinary course of business for sums which (i) do are not secure Debtoverdue for a period of more than 60 days or which are being contested in good faith by appropriate proceedings, (ii) do not secure any obligation pledges or deposits in an amount exceeding $50,000,000 connection with workers’ compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements, and (iii) do not deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capitalized Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the aggregate materially detract from ordinary course of business; (k) Liens (if any) arising pursuant to Section 5 of the value Subsidiary Guarantee Agreement or Section 3 of its assets or materially impair the use thereof Indemnity, Subrogation and Contribution Agreement (each used in this clause as defined in the operation Revolving Credit Agreement), in each case as in effect on July 16, 2010, and Liens that constitute cash collateralization of its businessletters of credit or rights of set-off in connection with the Revolving Credit Agreement; provided that the Company and Guarantors shall not, at any time, maintain aggregate cash balances in excess of $100,000,000 in all accounts with the lenders under the Revolving Credit Agreement (or Affiliate thereof) that are subject to such set-off or similar rights; and (il) Liens not otherwise permitted by and in addition to the foregoing clauses of this Section paragraph securing Debt Indebtedness (other than Indebtedness in respect of the Revolving Credit Agreement) in an aggregate principal amount at any time outstanding not to exceed $750,000,0005.0% of Consolidated Tangible Net Worth.

Negative Pledge. Neither the Company nor (a) The Parent and the Borrower willshall not, and the Company will shall not permit any other Loan Party or any other Subsidiary to, create, assume assume, or suffer to exist incur any Lien (other than Permitted Liens and Liens on assets of an Excluded Subsidiary securing the Indebtedness which causes such Subsidiary to be an Excluded Subsidiary) upon any asset of its properties, assets, income or profits of any character whether now owned or hereafter acquired by itif immediately prior to the creation, except: (a) Liens existing on the date assumption or incurring of this Agreement securing Debt outstanding on the date such Lien, or immediately thereafter, a Default or Event of this Agreement Default is or would be in an aggregate principal amount not exceeding $265,000,000;existence. (b) The Parent and the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, enter into, assume or otherwise be bound by any Negative Pledge except for a Negative Pledge contained in any agreement (i)(x) evidencing Indebtedness which the Parent, the Borrower, such other Loan Party or such Subsidiary may create, incur, assume, or permit or suffer to exist under Section 10.3., (y) which Indebtedness is secured by a Lien existing on any asset permitted to exist, and (z) which prohibits the creation of any corporation at other Lien on only the time property securing such corporation becomes Indebtedness as of the date such agreement was entered into; (ii) consisting of customary provisions in leases and other contracts restricting the assignment thereof; (iii) relating to the sale of a Subsidiary and not created or assets pending such sale, provided that in contemplation any such case the Negative Pledge applies only to the Subsidiary or the assets that are the subject of such event;sale; or (iv) that evidences Unsecured Indebtedness which contains restrictions on encumbering assets that are substantially similar to, or less restrictive than, those restrictions contained in the Loan Documents. (c) The Parent and the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (ii) pay any Indebtedness owed to the Parent, the Borrower or any other Subsidiary; (iii) make loans or advances to the Parent, the Borrower or any other Subsidiary; or (iv) transfer any of its property or assets to the Parent, the Borrower or any other Subsidiary, except for any such encumbrances or restrictions, (A) contained in agreements relating to the sale of a Subsidiary or assets pending such sale, or relating to Indebtedness secured by a Lien on any asset securing Debt incurred assets that the Borrower or assumed for the purpose of financing all such Subsidiary may create, incur, assume, or any part of the cost of acquiring such assetpermit or suffer to exist under Sections 10.3. and 10.6.(a), provided that in any such Lien attaches case the encumbrances and restrictions apply only to such asset concurrently with the Subsidiary or within 180 days after the acquisition thereof. (d) any Lien on any asset of any corporation existing at assets that are the time such corporation is merged or consolidated with or into the Company or a Subsidiary and not created in contemplation subject of such event; sale or Lien, as the case may be, (eB) set forth in the organizational documents or other agreements binding on or applicable to any Lien existing on Excluded Subsidiary or any asset prior Subsidiary that is not a Wholly Owned Subsidiary (but only to the acquisition thereof by extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the Company property or a Subsidiary and not created in contemplation assets of such acquisition; Subsidiary), (fC) contained in an agreement that governs an Investment in an Unconsolidated Affiliate (but only to the extent such encumbrance or restriction covers any Lien on assets Equity Interest in such Unconsolidated Affiliate) or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries (D) in which any other agreement (1) evidencing Unsecured Indebtedness that the Company Borrower, any other Loan Party or any of its Subsidiaries has made investments other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt")2) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of less restrictive than, such Joint Venture; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased encumbrances and is not secured by any additional assets; (h) Liens arising restrictions set forth in the ordinary course of business which (i) do not secure Debt, (ii) do not secure any obligation in an amount exceeding $50,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; and (i) Liens not otherwise permitted by and in addition to the foregoing clauses of this Loan Documents. Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $750,000,00010.7.

Negative Pledge. Neither the Company Borrower nor the Borrower will, and the Company will not permit any Subsidiary to, will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $265,000,000; (bi) any Lien existing on any asset of any corporation or other Person at the time such corporation or other Person becomes a Subsidiary and not created in contemplation of such event; (cii) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring or constructing such asset, provided that such Lien attaches to such asset concurrently with or within 180 days 18 months after the acquisition or completion of construction thereof.; (diii) any Lien on any asset of any corporation or other Person existing at the time such corporation or other Person is merged or consolidated with or into the Company Borrower or a Subsidiary and not created in contemplation of such event; (eiv) any Lien existing on any asset prior to the acquisition thereof by the Company Borrower or a Subsidiary and not created in contemplation of such acquisition; (fv) Liens securing Debt owing by any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had Subsidiary to the Company Borrower or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Ventureanother Subsidiary; (gvi) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that (A) such Debt is not increased and is not secured by any additional assets, and (B) the amount of such Debt secured by any such Lien is not increased; (hvii) Liens arising in incidental to the ordinary course conduct of its business or the ownership of its assets which (iA) do not secure Debt, (ii) do not secure any obligation in an amount exceeding $50,000,000 Debt and (iiiB) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (viii) any Lien on Margin Stock; (ix) Liens on Securitization Assets sold or transferred pursuant to a Permitted Securitization; and (ix) Liens not otherwise permitted by and in addition to the foregoing clauses of this Section securing Debt (other than indebtedness represented by the Notes) in an aggregate principal amount at any time outstanding not to exceed $750,000,00015% of Consolidated Net Worth.

Negative Pledge. Neither the Company Borrower nor the Borrower will, and the Company any Consolidated Subsidiary will not permit any Subsidiary to, create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $265,000,0005,000,000.00; (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Consolidated Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring or constructing such asset, provided PROVIDED that such Lien attaches to such asset concurrently with or within 180 days 18 months after the acquisition or completion of construction thereof.; (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company Borrower or a Consolidated Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company Borrower or a Consolidated Subsidiary and not created in contemplation of such acquisition; (f) Liens securing Debt owing by any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had Subsidiary to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint VentureBorrower; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided PROVIDED that (i) such Debt is not increased and is not secured by any additional assets, and (ii) the amount of such Debt secured by any such Lien is not increased; (h) Liens arising in incidental to the ordinary course conduct of its business or the ownership of its assets which (i) do not secure Debt, Debt and (ii) do not secure any obligation in an amount exceeding $50,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) Liens on Securitization Assets sold or transferred pursuant to a Permitted Securitization; (j) any Lien on Margin Stock; and (ik) Liens not otherwise permitted by and in addition to the foregoing clauses of this Section securing Debt (other than indebtedness represented by the Notes) in an aggregate principal amount at any time outstanding not to exceed $750,000,00010% of Consolidated Net Worth.

Negative Pledge. Neither the Company nor the Borrower will, and the Company any Consolidated Subsidiary will not permit any Subsidiary to, create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $265,000,000US$10,000,000; (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Consolidated Subsidiary and not created in contemplation of such event; (c) any Lien on any asset (other than Equity Interests, Indebtedness or inventory) securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring or constructing such asset, provided PROVIDED that such Lien attaches to such asset concurrently with or within 180 days 18 months after the acquisition or completion of construction thereof.; (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company or a Consolidated Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company or a Consolidated Subsidiary and not created in contemplation of such acquisition; (f) Liens securing Debt owing by any Lien on assets Subsidiary to any Borrower or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint VentureSubsidiary Guarantor; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that (i) such Debt is not increased and is not secured by any additional assets, and (ii) the amount of such Debt secured by any such Lien is not increased; (h) Liens arising in incidental to the ordinary course conduct of its business or the ownership of its assets which (i) do not secure Debt, Debt and (ii) do not secure any obligation in an amount exceeding $50,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) any Lien on Excess Margin Stock; and (ij) Liens not otherwise permitted by and in addition to the foregoing clauses of this Section securing Debt (other than Loans) in an aggregate principal amount at any time outstanding which, together with the amount of Debt secured by Liens permitted by the foregoing paragraphs (a) through (i), does not to exceed $750,000,00010% of Consolidated Total Assets.

Negative Pledge. Neither the Company Borrower nor the Borrower will, and the Company will not permit any Subsidiary to, will create, assume or suffer to exist any Lien on any asset (including without limitation the stock of any Subsidiary) now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal or face amount not exceeding $265,000,00015,000,000; (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, ; provided that such Lien attaches to such asset concurrently with or within 180 90 days after the acquisition thereof.; (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company Borrower or a Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company Borrower or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venture; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, ; provided that such Debt is not increased and is not secured by any additional assets; (hg) Liens arising in the ordinary course of its business which (i) do not secure DebtDebt or Derivatives Obligations, (ii) do not secure any obligation in an amount, in aggregate together with the amount of all other obligations then secured by Liens pursuant to this clause (g), exceeding $50,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (h) Liens on cash and cash equivalents securing Derivatives Obligations; provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $10,000,000; and (i) Liens not otherwise permitted by and in addition to the foregoing clauses of this Section Section, securing Debt in an aggregate principal or face amount at any time outstanding date not to exceed $750,000,0005% of the consolidated stockholders' equity of the Borrower and its Consolidated Subsidiaries, determined as of such date.

Negative Pledge. Neither the Company a Credit Party nor the Borrower will, and the Company will not permit any Subsidiary to, will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date Effective Date and listed on Schedule 5.9 hereto; provided that such Liens shall not apply to any other property or assets of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $265,000,000such Credit Party or its Subsidiaries; (b) any Lien existing on any asset of any corporation Person at the time such corporation Person becomes a Subsidiary and not created in contemplation of such event, so long as such Lien does not attach to any other asset of such Subsidiary; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches only to such asset acquired and attaches concurrently with or within 180 ninety (90) days after the acquisition thereof.; (d) any Lien on any asset of any corporation Person existing at the time such corporation Person is merged or consolidated with or into the Company a Credit Party or a its Subsidiary and not created in contemplation of such event, so long as such Lien does not attach to any other asset of such Credit Party or its Subsidiaries; (e) any Lien existing on any asset prior to the acquisition thereof by the Company a Credit Party or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venture; (g) any Lien arising out of the refinancingamendment, modification, restatement, renewal, refunding, replacement, extension, renewal extension or refunding refinancing of any Debt secured by any Lien permitted by any of the foregoing other clauses of this Section, provided that the amount of such Debt is not increased (except as permitted by another clause of this Section 5.9) and is not secured by any additional assets; (hg) Liens arising in the ordinary course of its business which (i) do not secure DebtDebt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding U.S. $50,000,000 5,000,000 and (iii) do not in the aggregate materially detract from the value of its the assets secured or materially impair the use thereof in the operation of such Credit Party or Subsidiary's business; (h) Liens arising in connection with Qualified Securitization Transactions; (i) Liens securing Debt permitted under Section 5.14(d) hereof; (j) Liens incurred or deposits or pledges (1) made in the ordinary course of business (i) in connection with workers' compensation, unemployment insurance and other types of social security, (ii) to secure the payment or performance of tenders, statutory or regulatory obligations, bids, leases, contracts (including contracts to provide customer care services, billing services, transaction processing services and other services), performance and return of money bonds and other similar obligations, including letters of credit and bank guarantees required or requested by the United States, any State thereof or any foreign government or any subdivision, department, agency, organization or instrumentality of any of the foregoing in connection with any contract or statute (exclusive of obligations for the payment of borrowed money), or (iii) to cover anticipated costs of future redemptions of awards under loyalty marketing programs; or (2) required or requested by any regulatory authority having jurisdiction over any Insured Subsidiary in favor of any such regulatory authority or its businessnominee or made to comply or maintain compliance with Section 5.15 or any plan, memorandum or agreement with, or any order, request or directive from, any such regulatory authority; (k) Liens securing the Obligations; (l) Liens on assets of Brand Loyalty and its Subsidiaries securing Debt permitted under Section 5.14(i); and (im) Liens not otherwise permitted by and in addition to the foregoing clauses of this Section 5.9 securing Debt or other obligations in an aggregate principal or face amount at any time outstanding date not to exceed $750,000,000250,000,000. In each case set forth above, notwithstanding any stated limitation on the assets or property that may be subject to such Lien, a permitted Lien on a specified asset or property or group or type of assets or property may include Liens on all improvements, additions and accessions thereto, assets and property affixed or appurtenant thereto, and all products and proceeds thereof, including dividends, distributions, interest and increases in respect thereof.

Negative Pledge. Neither the Company nor the The Borrower willwill not, and the Company will not permit any Subsidiary of its Significant Subsidiaries to, create, assume or suffer to exist any Lien on any asset of its property or assets now owned or hereafter acquired by itthe Borrower or any of its Significant Subsidiaries, except: (a) Liens any Lien existing on the date of this Agreement securing Debt outstanding and disclosed on the date of this Agreement in an aggregate principal amount not exceeding $265,000,000Schedule 5.3; (b) any Lien on property or assets existing at the time of acquisition of such property or assets by the Borrower and any Lien on any asset property or assets of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such eventis merged with or into the Borrower; (c) any Lien on any asset securing Debt property or assets incurred or assumed for the purpose of financing all or any part of the cost purchase price of acquiring such assetproperty or assets prior to, provided that such Lien attaches to such asset concurrently with with, or within 180 120 days after the acquisition thereof.; (d) any Lien on arising pursuant to any asset Non-Recourse Receivables Transactions; and, solely in connection with any federal or state banking regulation, Liens created by the Borrower or any of its Significant Subsidiaries as security for indebtedness owing to AXP or to a Wholly-Owned Subsidiary of AXP or Liens arising from the sale or disposition of notes, accounts receivable or other rights to receive payment by Borrower or any corporation existing at of its Significant Subsidiaries to AXP or to any Wholly-Owned Subsidiary of AXP including without limitation Liens granted by the time such corporation is merged Borrower or consolidated any of its Significant Subsidiaries to secure its obligations in connection with or into the Company or a Subsidiary and not created in contemplation collection of such eventnotes, accounts receivable or other rights to receive payment; (e) any Lien existing on any asset prior to the acquisition thereof by the Company or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venture; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding replacement of any Debt secured by any Lien permitted by any of the foregoing clauses of this SectionSection 5.3, provided that such Debt the principal amount of indebtedness secured thereby is not increased and is not secured by any additional assetsproperty or assets of the Borrower other than accessions and improvements on the property or assets covered by the original Lien; (hf) any Lien not in excess of $1,000,000 (or its equivalent in any other currency) arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the claims secured thereby are being contested in good faith by appropriate proceedings; (g) Liens arising in incident to the ordinary course conduct of the Borrower’s business or the ownership of its properties or assets which (i) do not secure Debt, (ii) do not secure any obligation in an amount exceeding $50,000,000 and (iii) do not in the aggregate materially detract from the value of its properties or assets or materially impair the use thereof in the operation of its business; and; (h) Liens on deposits of the Borrower with banks so long as such deposits are made in connection with loans made by such banks to the Borrower or any of its affiliates; (i) Liens on real property to secure the payment of all or any part of the purchase price of such real property or the cost of construction thereof or the cost of improvements thereon or to secure any debt incurred prior to, at the time of or after the acquisition of such real property for the purpose of financing all or any part of the purchase price thereof, the costs of construction thereof or the costs of improvements thereto; (j) Liens arising out of capitalized lease obligations; (k) Liens on any asset of the Borrower or any of its Significant Subsidiaries in favor of the United States of America or any State thereof or any department, agency or instrumentality or political subdivision of the United States of America or any state thereof, or in favor of any other country or any political subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute; (l) Liens in favor of any customer to secure partial, progress, advance or other payments for goods produced for, or services rendered to, such customer by the Borrower or any of its Significant Subsidiaries in the ordinary course of business not otherwise permitted exceeding the amount of such payments; (m) Liens for Taxes, assessments and governmental charges or levies not required to be paid at any time and Liens resulting from or arising out of legal proceedings being contested in good faith or not involving amounts claimed at any time aggregating in excess of $20,000,000 (or its equivalent in any other currency); (n) Liens arising out of deposits with, or the giving of security to, or as required by any governmental agency or any body created or approved by law or governmental regulation, which are required as a condition to the transaction of any business (including the issuance of travelers’ cheques or money orders or the insuring of risk) or the obtaining or exercise of any privilege or license or to enable the Borrower or any of its Significant Subsidiaries to maintain self-insurance or to participate in any arrangements established by law to cover any insurance risks or in connection with workers’ compensation, unemployment insurance, old age pensions, social security or similar matters; (o) Liens incurred by the Borrower or any of its Significant Subsidiaries in connection with any transaction (including an agreement with respect thereto) now existing or hereafter entered into which is a rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions) and any combination of these transactions, parallel loans, back-to-back loans or other similar arrangements or contracts, in each case entered into in the ordinary course of business for the purpose of asset and liability management; (p) Liens (in addition to those Liens permitted under the foregoing other clauses of this Section securing Debt 5.3) on real property of the Borrower or any of its Significant Subsidiaries so long as the aggregate amount of the debt secured by such Liens does not exceed $300,000,000 (or its equivalent in any other currency) in the aggregate at any one time outstanding; (q) Liens on shares of capital stock of an Acquired Company incurred in connection with the acquisition thereof until such time as such Acquired Company shall become a Wholly-Owned Subsidiary of the Borrower; (r) Liens arising out of the financing by the Borrower or any of its Significant Subsidiaries of accounts receivable or other rights to receive payment arising in connection with the business conducted by the Borrower or any Subsidiary of the Borrower, including, without limitation, the business of issuing American Express® Cards; (s) Liens arising by operation of law such as carriers’, workers’, mechanics’, materialmen’s or other similar Liens; (t) Liens on cash, cash equivalents or securities issued or fully guaranteed by the United States of America or any agency of the United States of America owned by the Borrower or any of its Significant Subsidiaries created in the ordinary course of business to secure obligations owing by the Borrower or any affiliate of the Borrower to American Express National Bank, or to any of its successors or to AXP or to other Subsidiaries of AXP that are subject to federal or state banking regulation, so long as they are wholly-owned by AXP or to any of their Wholly-Owned Subsidiaries in connection with the card or merchandise services business; (u) other Liens (whether or not on real property) so long as the aggregate principal amount of all debt secured thereby does not, at any time outstanding on or after the date which is six months after the date of incurrence of any such Lien, exceed in the aggregate at any one time outstanding, 10% of consolidated shareholder’s equity of the Borrower and its Consolidated Subsidiaries as of the end of the previous fiscal year, as shown on the most recent annual consolidated balance sheet of the Borrower and its Consolidated Subsidiaries; and (v) other Liens so long as the aggregate of all indebtedness or any other liabilities secured thereby does not to exceed $750,000,00010,000,000 (or its equivalent in any other currency) in the aggregate at any one time outstanding.

Negative Pledge. Neither the Company nor the Borrower will, and the Company will not permit any Subsidiary to, will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $265,000,00015,000,000 and identified on Schedule I; (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring or constructing such asset, provided that such Lien attaches to such asset concurrently with or within 180 90 days after the acquisition or construction thereof.; (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company or a Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venture; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this SectionSection 5.13, provided that such Debt is not increased and is not secured by any additional assets; (hg) Liens arising in the ordinary course of its business which (i) do not secure DebtDebt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $50,000,000 20,000,000 and (iii) do not in the aggregate materially detract from the value of its the Company's assets or materially impair the use thereof in the operation of its business; (h) Liens on assets of Subsidiaries securing Debt owing to the Company or to Wholly-Owned Consolidated Subsidiaries permitted by Section 5.08(a); (i) Liens on cash and cash equivalents securing Derivatives Obligations, provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $5,000,000; (j) Liens on Factorable Receivables arising in connection with and as part of the sale or transfer of such Factorable Receivables pursuant to Permitted Factoring Transactions; (k) Liens on amounts in the Cash Collateral Account securing obligations of the Borrower with respect to Letters of Credit; (l) Liens on inventory (including raw materials) acquired in the ordinary course of business securing obligations as account party in respect of trade letters of credit issued in support of the purchase of such inventory not to exceed $25,000,000 at any one time outstanding; and (im) Liens not otherwise permitted by and in addition to the foregoing clauses of this Section securing Debt in an aggregate principal or face amount at any time outstanding not to exceed $750,000,0005,000,000.

Negative Pledge. Neither the Company No Loan Party nor the Borrower will, and the Company will not permit any Subsidiary to, of a Loan Party will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement encumbering assets other than Collateral securing Debt outstanding on the date of this Agreement Agreement, in an aggregate each case as described and in the principal amount not exceeding $265,000,000amounts set forth on Schedule 5.11; (b) any Lien existing on any asset Liens for taxes, assessments or similar charges, incurred in the ordinary course of any corporation at the time such corporation becomes a Subsidiary business that are not yet due and not created payable or that are being contested in contemplation of such eventgood faith and with due diligence by appropriate proceedings; (c) pledges or deposits made in the ordinary course of business to secure payment of workers’ compensation, or to participate in any Lien on any asset securing Debt incurred fund in connection with workers’ compensation, unemployment insurance, old-age pensions or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof.other social security programs; (d) any Lien on any asset Liens of any corporation existing at mechanics, materialmen, warehousemen, carriers or other like liens, securing obligations incurred in the time such corporation is merged or consolidated with or into the Company or a Subsidiary ordinary course of business that are not yet due and not created in contemplation of such eventpayable; (e) any Lien existing on any asset prior good faith pledges or deposits made in the ordinary course of business to secure performance of bids, tenders, contracts (other than for the acquisition thereof by repayment of borrowed money) or leases, not in excess of twenty percent (20%) of the Company aggregate amount due thereunder, or a Subsidiary and not created to secure statutory obligations, or surety, appeal, indemnity, performance or other similar bonds required in contemplation the ordinary course of such acquisitionbusiness; (f) any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venture; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that (i) such Debt is not increased and is not secured by any additional assets, and (ii) the amount of such Debt secured by any such Lien is not increased; (hg) Liens arising in the ordinary course encumbrances consisting of business which (i) do not secure Debtzoning restrictions, (ii) do not secure any obligation in an amount exceeding $50,000,000 and (iii) do not in the aggregate materially detract from the value of its assets easements or materially impair other restrictions on the use thereof of real property, none of which materially impairs the use of such property by Borrowers in the operation of its business; and, and none of which is violated in any material respect by existing or proposed restrictions on land use; (h) any Lien on Margin Stock; (i) Liens not otherwise permitted by upon a property securing Long Term Limited Recourse Mortgage Loans the proceeds of which were used to acquire or refinance the Debt which funded the acquisition of such Property; and (j) Liens securing the Administrative Agent and the Banks created or arising under the Loan Documents. Notwithstanding anything contained in addition this Section 5.11 to the foregoing clauses contrary, no Loan Party or any Subsidiary of this Section securing Debt a Loan Party will create, assume or suffer to exist any Lien on the Collateral except Permitted Liens and the Liens in an aggregate principal amount at any time outstanding not to exceed $750,000,000favor of the Secured Parties under the Collateral Documents.

Negative Pledge. Neither the Company nor the Borrower will, and the Company any Restricted Subsidiary will not permit any Subsidiary to, create, assume or suffer to exist (i) any Lien on any asset capital stock or other ownership interest of any Restricted Subsidiary now owned or hereafter acquired by it or any Lien on any option, warrant or other right to acquire any capital stock or other ownership interest of any Restricted Subsidiary now owned or hereafter acquired by it, except:other than those described in Part A of Schedule III or (ii) any Lien on any other asset now owned or hereafter (a) Liens existing on the date of this Agreement Agreement, securing Debt outstanding and other obligations (including contractual obligations) existing on the date of this Agreement and, except in an aggregate principal amount not exceeding $265,000,000the case of inchoate operator's Liens, described in Part B of Schedule III hereto; (b) any Lien existing (i) on any Non-Restricted Asset securing only Non- Restricted Asset Non-Recourse Debt of the Company or any Restricted Subsidiary or (ii) on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such eventVirginia Indonesia Company, Virginia International Company or Union Texas East Kalimantan Limited securing Joint Venture Debt; (c) mechanics', materialmen's, carriers' and other statutory Liens, but only if arising, and only so long as continuing, in the ordinary course of business; or deposits or pledges to obtain the release of any Lien on any asset securing Debt incurred such Lien; or assumed for easements, encroachments or other title defects which do not materially detract from the purpose value of financing all its assets or any part materially impair the use thereof in the operation of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof.its business; (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company or a Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venture; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assets; (h) Liens arising in the ordinary course of its business which (i) do not secure Debt, (ii) do not secure any obligation in an amount exceeding $50,000,000 15,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; and; (ie) Liens on any interest in a Partnership arising under any agreement creating or governing such Partnership (including Unimar) and securing only obligations of the members of such Partnership to make Investments in such Partnership; (f) Liens arising under any customary provision of any joint operating agreement or similar agreement relating to the exploration, production, development or transportation of oil and gas; (g) Liens not otherwise permitted by and in addition to the foregoing clauses of this Section on assets (other than any of the Restricted Assets) securing Debt in an aggregate principal amount at any time outstanding not to exceed $750,000,00020,000,000; (h) any Lien securing the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by the foregoing subsection (a) of this Section; provided that such Debt is not increased from the lesser of the amount of such Debt set forth on Schedule III hereto or the amount of such Debt outstanding immediately prior to such refinancing, extension, renewal or refunding, and such (i) Liens in favor of third parties on cash, treasury securities and other property deposited in margin accounts relating to, or otherwise delivered as collateral for any obligation of the Company or any Subsidiary under, contracts of the Company or any Subsidiary evidencing any Derivative Transaction or other hedge obligation; provided, that the aggregate Fair Market Value of all such cash, treasury securities and other property subject to such Liens shall not exceed from time to time $15,000,000.

Negative Pledge. Neither the Company Borrower nor the Borrower will, and the Company any Consolidated Subsidiary will not permit any Subsidiary to, create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing and specified on Schedule 5.18(a), including any renewals, extensions or refundings (but not increases) of the Debt incurred in connection therewith to the extent of the principal amount thereof outstanding on the date of this Agreement in an aggregate principal amount not exceeding $265,000,000Closing Date; (b) any Lien existing on any specific fixed asset of any corporation at the time such corporation becomes a Consolidated Subsidiary and not created in contemplation of such event; (c) any Lien on any specific fixed asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring or constructing such asset, provided that such Lien attaches to such asset concurrently with or within 180 days 18 months after the acquisition or completion of construction thereof.; (d) any Lien on any specific fixed asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company Borrower or a Consolidated Subsidiary and not created in contemplation of such event; (e) any Lien existing on any specific fixed asset prior to the acquisition thereof by the Company Borrower or a Consolidated Subsidiary and not created in contemplation of such acquisition; (f) Liens securing Debt owing by any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had Subsidiary to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint VentureBorrower; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses paragraphs of this Section, provided that (i) such Debt is not increased and is not secured by any additional assets, and (ii) the amount of such Debt secured by any such Lien is not increased; (h) Liens arising in incidental to the ordinary course conduct of its business or the ownership of its assets which (i) do not secure Debt, Debt and (ii) do not secure any obligation in an amount exceeding $50,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) any Lien on Margin Stock; and (ij) Liens not otherwise permitted by on inventories of the Borrower consisting of sugar processed from sugar beets and in addition sugarcane securing current liabilities of the Borrower or any Subsidiary to the foregoing clauses United States Commodity Credit Corporation, provided that the amount of this Section securing Debt the current liabilities so secured by a Lien in an aggregate principal amount at any time outstanding not to exceed $750,000,000favor of the United states Commodity Credit Corporation shall be less than the fair market value of the related seasonal sugar inventories of the Borrower.

Negative Pledge. Neither the Company Borrower nor the Borrower will, and the Company will not permit any Subsidiary to, will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, ; except: (a) Liens existing on the date of this Agreement Effective Date securing Debt outstanding on the such date of this Agreement in an aggregate principal amount not exceeding to exceed $265,000,0005,000,000; (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring or constructing such asset, provided that such Lien attaches to such asset concurrently with or within 180 days eighteen (18) months after the acquisition or completion of construction thereof.; (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company Borrower or a Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company Borrower or a Subsidiary and not created in contemplation of such acquisition; (f) Liens securing Debt owing by any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had Subsidiary to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint VentureBorrower; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this SectionSection 6.07; provided, provided that (i) such Debt is not increased and is not secured by any additional assets, and (ii) the amount of such Debt secured by any such Lien is not increased; (h) Liens arising in incidental to the ordinary course conduct of its business or the ownership of its assets which (i) do not secure Debt, Debt and (ii) do not secure any obligation in an amount exceeding $50,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) any Lien on Margin Stock; (j) Liens on the Receivables Program Assets incurred pursuant to the Receivables Program Documents; and (ik) Liens not otherwise permitted by and in addition to the foregoing clauses of this Section securing Debt in an 6.07 so long as the aggregate principal amount (without duplication) of (i) Debt secured by liens under this Section 6.07(k), (ii) Receivables Program Attributed Debt, (iii) sale and leaseback transactions permitted by Section 6.23 and (iv) Debt outstanding under Section 6.21(b)(iii) at any time outstanding shall not to exceed $750,000,000twenty-five percent (25%) of Maximum Permitted Total Debt.

Negative Pledge. Neither the Company No Loan Party nor the Borrower will, and the Company will not permit any Subsidiary to, of a Loan Party will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement encumbering assets (other than Collateral) securing Debt outstanding on the date of this Agreement Agreement, in an aggregate each case as described and in the principal amount not exceeding $265,000,000amounts set forth on Schedule 5.13; (b) any Lien existing on any asset Liens for taxes, assessments or similar charges, incurred in the ordinary course of any corporation at the time such corporation becomes a Subsidiary business that are not yet due and not created payable or that are being contested in contemplation of such eventgood faith and with due diligence by appropriate proceedings; (c) pledges or deposits made in the ordinary course of business to secure payment of workers’ compensation, or to participate in any fund in connection with workers’ compensation, unemployment insurance, old-age pensions or other social security programs which in no event shall become a Lien on prior to any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof.Collateral Documents; (d) Liens of mechanics, materialmen, warehousemen, carriers or other like liens, securing obligations incurred in the ordinary course of business that: (1) are not yet due and payable and which in no event shall become a Lien prior to any Collateral Documents; or (2) are being contested diligently in good faith pursuant to appropriate proceedings and with respect to which the Loan Party has established reserves reasonably satisfactory to the Administrative Agent and Required Lenders and which in no event shall become a Lien on prior to any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company or a Subsidiary and not created in contemplation of such eventCollateral Documents; (e) any good faith pledges or deposits made in the ordinary course of business to secure performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, not in excess of ten percent (10%) of the aggregate amount due thereunder, or to secure statutory obligations, or surety, appeal, indemnity, performance or other similar bonds required in the ordinary course of business which in no event shall become a Lien existing on any asset prior to the acquisition thereof by the Company or a Subsidiary and not created in contemplation of such acquisitionany Collateral Document; (f) any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venture; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that (i) such Debt is not increased and is not secured by any additional assets, and (ii) the amount of such Debt secured by any such Lien is not increased; (g) encumbrances consisting of zoning restrictions, easements or other restrictions on the use of real property, none of which materially impairs the use of such property by Borrower in the operation of its business, and none of which is violated in any material respect by existing or proposed restrictions on land use; (h) any Lien on Margin Stock; (i) any Lien imposed as a result of a taking under the exercise of the power of eminent domain by any governmental body or by any Person acting under governmental authority; (j) Liens arising securing the indebtedness and obligations under the Treasury Revolving Credit Agreement and the documents and instruments executed in connection therewith; (k) Liens securing reasonable and customary fees of banks and other depository institutions on Cash and Cash Equivalents held on deposit with such banks and institutions; provided that such Liens are subordinated to the Liens described in Section 5.13(m); (l) Liens restricting the ability of any SBIC Entity to encumber its assets pursuant to (i) Applicable Law, (ii) agreements with the Small Business Administration entered into in the ordinary course of business which (i) do not secure Debt, (ii) do not secure any obligation in an amount exceeding $50,000,000 and or (iii) do not in Debt obligations of the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its businessSBIC Entities permitted under Section 5.30; and (im) Liens not otherwise permitted by securing the Administrative Agent and the Secured Parties created or arising under the Loan Documents. Notwithstanding anything contained in addition this Section 5.13 to the foregoing clauses contrary, no Loan Party or any Subsidiary of this Section securing Debt a Loan Party will create, assume or suffer to exist any Lien on the Collateral except the Liens in an aggregate principal amount at any time outstanding not to exceed $750,000,000favor of the Secured Parties under the Collateral Documents and the Permitted Encumbrances.

Negative Pledge. Neither the Company Borrower nor the Borrower will, and the Company will not permit any Subsidiary to, will create, assume or suffer to exist any Lien on any asset (including Subsidiary stock) now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal or face amount not exceeding $265,000,00040,000,000; (b) any Lien existing on any asset of any corporation Person at the time such corporation Person becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 180 days six months after the acquisition thereof.; (d) any Lien on any asset of any corporation Person existing at the time such corporation Person is merged or consolidated with or into the Company Borrower or a Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company Borrower or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venture; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assets; (hg) Liens arising in the ordinary course of its business which (i) do not secure DebtDebt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $50,000,000 10% of Consolidated Tangible Net Worth and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (h) Liens on accounts receivable, other rights to payment, the proceeds thereof and the accounts in which such proceeds are deposited arising in connection with Permitted Securitization Transactions; and (i) Liens not otherwise permitted by and in addition to the foregoing clauses of this Section securing Debt or Derivatives Obligations in an aggregate principal or face amount at any time outstanding date not to exceed $750,000,00010% of Consolidated Tangible Net Worth.

Negative Pledge. Neither the Company nor the Borrower will, and the Company will not permit any Subsidiary to, will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $265,000,000the US Dollar equivalent amount of US$50,000,000; (b) any Lien existing on any asset of any corporation or other Person at the time such corporation or other Person becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 180 90 days after the acquisition thereof.; (d) any Lien on any asset of any corporation or other Person existing at the time such corporation or other Person is merged or consolidated with or into the Company or a Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venture; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assets; (hg) Liens arising in the ordinary course of its business which (i) do not secure Debt, (ii) do not secure any obligation in an amount exceeding $the US Dollar equivalent amount of US$50,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; and (ih) Liens not otherwise permitted by and in addition to the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $750,000,00010% of Consolidated Net Worth.

Negative Pledge. Neither the Company No Loan Party nor the Borrower will, and the Company will not permit any Subsidiary to, of a Loan Party will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement encumbering assets (other than Collateral) securing Debt outstanding on the date of this Agreement Agreement, in an aggregate each case as described and in the principal amount not exceeding $265,000,000amounts set forth on Schedule 5.14; (b) any Lien existing on any asset Liens for taxes, assessments or similar charges, incurred in the ordinary course of any corporation at the time such corporation becomes a Subsidiary business that are not yet due and not created payable or that are being contested in contemplation of such eventgood faith and with due diligence by appropriate proceedings; (c) pledges or deposits made in the ordinary course of business to secure payment of workers’ compensation, or to participate in any fund in connection with workers’ compensation, unemployment insurance, old-age pensions or other social security programs which in no event shall become a Lien on prior to any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof.Collateral Documents; (d) Liens of mechanics, materialmen, warehousemen, carriers or other like liens, securing obligations incurred in the ordinary course of business that: (1) are not yet due and payable and which in no event shall become a Lien prior to any Collateral Documents; or (2) are being contested diligently in good faith pursuant to appropriate proceedings and with respect to which the Loan Party has established reserves reasonably satisfactory to the Administrative Agent and Required Lenders and which in no event shall become a Lien on prior to any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company or a Subsidiary and not created in contemplation of such eventCollateral Documents; (e) any good faith pledges or deposits made in the ordinary course of business to secure performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, not in excess of ten percent (10%) of the aggregate amount due thereunder, or to secure statutory obligations, or surety, appeal, indemnity, performance or other similar bonds required in the ordinary course of business which in no event shall become a Lien existing on any asset prior to the acquisition thereof by the Company or a Subsidiary and not created in contemplation of such acquisitionany Collateral Document; (f) any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venture; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that (i) such Debt is not increased and is not secured by any additional assets, and (ii) the amount of such Debt secured by any such Lien is not increased; (hg) Liens arising in the ordinary course encumbrances consisting of business which (i) do not secure Debtzoning restrictions, (ii) do not secure any obligation in an amount exceeding $50,000,000 and (iii) do not in the aggregate materially detract from the value of its assets easements or materially impair other restrictions on the use thereof of real property, none of which materially impairs the use of such property by Borrower in the operation of its business, and none of which is violated in any material respect by existing or proposed restrictions on land use; (h) any Lien on Margin Stock; (i) any Lien imposed as a result of a taking under the exercise of the power of eminent domain by any governmental body or by any Person acting under governmental authority; (j) Liens securing reasonable and customary fees of banks and other depository institutions on Cash and Cash Equivalents held on deposit with such banks and institutions; andprovided that such Liens are subordinated to the Liens described in Section 5.14(l); (i) Liens not otherwise permitted by restricting the ability of any SBIC Entity to encumber its assets pursuant to Applicable Law and (ii) Liens of any SBIC Entity in addition to favor of the foregoing clauses of this Section U.S. Small Business Administration and its assigns; (l) Liens securing the Administrative Agent and the Secured Parties created or arising under the Loan Documents; (m) Liens securing Debt in an aggregate principal amount permitted under Section 5.31(d), provided that (i) such Liens do not at any time outstanding encumber any property other than property financed by such Debt, (ii) the Debt secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition, and (iii) such Liens attach to exceed $750,000,000such property concurrently with or within ninety (90) days after the acquisition thereof; (n) Liens existing at the time the Borrower or any Subsidiary acquires an interest in a Person following a default under a Portfolio Investment; and (o) Liens on Special Equity Interests but only to the extent securing obligations in the manner provided in the definition of “Special Equity Interests” in Section 1.01. Notwithstanding anything contained in this Section 5.14 to the contrary, no Loan Party or any Subsidiary of a Loan Party will create, assume or suffer to exist any Lien on the Collateral except the Liens in favor of the Secured Parties under the Collateral Documents and the Permitted Encumbrances, except as permitted in writing by the Required Lenders.

Negative Pledge. Neither the Company No Loan Party nor the Borrower will, and the Company will not permit any Subsidiary to, of a Loan Party will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement encumbering assets (other than Collateral) securing Debt outstanding on the date of this Agreement Agreement, in an aggregate each case as described and in the principal amount not exceeding $265,000,000amounts set forth on Schedule 5.14; (b) any Lien existing on any asset Liens for taxes, assessments or similar charges, incurred in the ordinary course of any corporation at the time such corporation becomes a Subsidiary business that are not yet due and not created payable or that are being contested in contemplation of such eventgood faith and with due diligence by appropriate proceedings; (c) pledges or deposits made in the ordinary course of business to secure payment of workers’ compensation, or to participate in any fund in connection with workers’ compensation, unemployment insurance, old-age pensions or other social security programs which in no event shall become a Lien on prior to any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof.Collateral Documents; (d) Liens of mechanics, materialmen, warehousemen, carriers or other like liens, securing obligations incurred in the ordinary course of business that: (1) are not yet due and payable and which in no event shall become a Lien prior to any Collateral Documents; or (2) are being contested diligently in good faith pursuant to appropriate proceedings and with respect to which the Loan Party has established reserves reasonably satisfactory to the Administrative Agent and Required Lenders and which in no event shall become a Lien on prior to any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company or a Subsidiary and not created in contemplation of such eventCollateral Documents; (e) any good faith pledges or deposits made in the ordinary course of business to secure performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, not in excess of ten percent (10%) of the aggregate amount due thereunder, or to secure statutory obligations, or surety, appeal, indemnity, performance or other similar bonds required in the ordinary course of business which in no event shall become a Lien existing on any asset prior to the acquisition thereof by the Company or a Subsidiary and not created in contemplation of such acquisitionany Collateral Document; (f) any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venture; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that (i) such Debt is not increased and is not secured by any additional assets, and (ii) the amount of such Debt secured by any such Lien is not increased; (hg) Liens arising in the ordinary course encumbrances consisting of business which (i) do not secure Debtzoning restrictions, (ii) do not secure any obligation in an amount exceeding $50,000,000 and (iii) do not in the aggregate materially detract from the value of its assets easements or materially impair other restrictions on the use thereof of real property, none of which materially impairs the use of such property by Borrower in the operation of its business, and none of which is violated in any material respect by existing or proposed restrictions on land use; (h) any Lien on Margin Stock; (i) any Lien imposed as a result of a taking under the exercise of the power of eminent domain by any governmental body or by any Person acting under governmental authority; (j) Liens securing reasonable and customary fees of banks and other depository institutions on Cash and Cash Equivalents held on deposit with such banks and institutions; andprovided that such Liens are subordinated to the Liens described in Section 5.14(l); (i) Liens not otherwise permitted by restricting the ability of any SBIC Entity to encumber its assets pursuant to Applicable Law and (ii) Liens of any SBIC Entity in addition to favor of the foregoing clauses of this Section U.S. Small Business Administration and its assigns; (l) Liens securing the Administrative Agent and the Secured Parties created or arising under the Loan Documents; (m) Liens securing Debt in an aggregate principal amount permitted under Section 5.31(d), provided that (i) such Liens do not at any time outstanding encumber any property other than property financed by such Debt, (ii) the Debt secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition, and (iii) such Liens attach to exceed $750,000,000such property concurrently with or within ninety (90) days after the acquisition thereof; and (n) Liens existing at the time the Borrower or any Subsidiary acquires an interest in a Person following a default under a Portfolio Investment. Notwithstanding anything contained in this Section 5.14 to the contrary, no Loan Party or any Subsidiary of a Loan Party will create, assume or suffer to exist any Lien on the Collateral except the Liens in favor of the Secured Parties under the Collateral Documents and the Permitted Encumbrances.

Negative Pledge. Neither the Company nor the either Borrower will, and the Company will not permit any Subsidiary to, create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $265,000,000375,000,000; (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof.; (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company or a Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venture; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assets; (h) Liens arising in the ordinary course of business which (i) do not secure Debt, (ii) do not secure any obligation in an amount exceeding $50,000,000 100,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; and (i) Liens not otherwise permitted by and in addition to the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $750,000,000.

Negative Pledge. Neither the Company No Loan Party nor the Borrower will, and the Company will not permit any Subsidiary to, of a Loan Party will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement encumbering assets other than Collateral securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $265,000,0005,000,000, all of which are set forth on Schedule 5.14; (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Consolidated Subsidiary and not created in contemplation of such event; (c) any Lien on any asset (other than Collateral) securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring or constructing such assetasset and permitted under Section 5.32(c), provided that such Lien attaches to such asset concurrently with or within 180 days 18 months after the acquisition or completion of construction thereof.; (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company Borrower or a Subsidiary another Loan Party and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company Borrower or a Subsidiary another Loan Party and not created in contemplation of such acquisition; (f) Liens encumbering assets (other than Collateral) securing Debt owing by any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had Loan Party to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint VentureBorrower; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that (i) such Debt is not increased and is not secured by any additional assets, and (ii) the amount of such Debt secured by any such Lien is not increased; (h) Liens arising in incidental to the ordinary course conduct of its business or the ownership of its assets which (i) do not secure Debt, Debt and (ii) do not secure any obligation in an amount exceeding $50,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) any Lien on Margin Stock; (j) Liens securing the Agent and the Banks created or arising under the Loan Documents; and (ik) Liens not otherwise permitted by and in addition to the foregoing clauses of this Section securing Debt (other than indebtedness represented by the Notes) in an aggregate principal amount at any time outstanding not to exceed $750,000,0007,500,000. Notwithstanding anything contained in this Section 5.14 to the contrary, no Loan Party or any Subsidiary of a Loan Party will create, assume or suffer to exist any Lien on the Collateral or on the Borrower's ownership interests in the Bassett Asset Fund.

Negative Pledge. Neither the Company Borrower nor the Borrower will, and the Company any Wholly Owned Subsidiary will not permit any Subsidiary to, create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding and identified on the date of this Agreement in an aggregate principal amount not exceeding $265,000,000SCHEDULE 5.11; (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Consolidated Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring or constructing such asset, provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof.; (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company Borrower or a Consolidated Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company Borrower or a Consolidated Subsidiary and not created in contemplation of such acquisition; (f) Liens securing Indebtedness owing by any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had Subsidiary to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint VentureBorrower; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt Indebtedness secured by any Lien permitted by any of the foregoing clauses paragraphs of this Section, provided PROVIDED that (i) such Debt is not increased and Indebtedness is not secured by any additional assets, and (ii) the amount of such Indebtedness secured by any such Lien is not increased or, if increased, the excess of the amount of the Indebtedness secured by any such lien over the amount of the Indebtedness so refinanced extended, renewed, or refunded shall be tendered to the Agent as a prepayment of the Syndicated Term Loans; (h) Liens arising in incidental to the ordinary course conduct of its business or the ownership of its assets which (i) do not secure Debt, Indebtedness and (ii) do not secure any obligation in an amount exceeding $50,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; and; (i) any Lien on Margin Stock; (j) Liens not otherwise permitted by and in addition to favor of the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $750,000,000.Lenders created under the Loan Documents; and

Negative Pledge. Neither the Company Borrower nor the Borrower will, and the Company any Restricted Subsidiary will not permit any Subsidiary to, create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt Indebtedness outstanding on the date of this 57 Agreement in an aggregate principal amount not exceeding $265,000,00024,000,000; (b) any Lien existing on any specific fixed asset of any corporation at the time such corporation becomes a Restricted Subsidiary and not created in contemplation of such event; (c) any Lien on any specific fixed asset (real or personal) securing Debt Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring or constructing such asset, provided that such Lien attaches to such asset concurrently with or within 180 days 18 months after the acquisition or completion of construction thereof.; (d) any Lien on any specific fixed asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company Borrower or a Restricted Subsidiary and not created in contemplation of such event; (e) any Lien existing on any specific fixed asset prior to the acquisition thereof by the Company Borrower or a Restricted Subsidiary and not created in contemplation of such acquisition; (f) any Lien Liens on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or a Restricted Subsidiary securing Indebtedness owing by any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had Restricted Subsidiary to the Company Borrower or by any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint VentureRestricted Subsidiary to another Restricted Subsidiary; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt Indebtedness secured by any Lien permitted by any of the foregoing clauses paragraphs of this Section, provided that (i) such Debt is not increased and Indebtedness is not secured by any additional assets, and (ii) the amount of such Indebtedness secured by any such Lien is not increased; (h) Liens arising in incidental to the ordinary course conduct of its business or the ownership of its assets which (i) do not secure Debt, Indebtedness and (ii) do not secure any obligation in an amount exceeding $50,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) Liens imposed by any governmental authority for taxes, assessments or charges not yet delinquent or which are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Borrower or any of its Subsidiaries, as the case may be, in accordance with GAAP; (j) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business (whether or not statutory) which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings, for which a reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made; (k) Liens, pledges or deposits to secure non- delinquent obligations under worker's compensation, unemployment insurance and other social security legislation; (l) Liens on capital stock of or other ownership interests in any Person not a Restricted Subsidiary of the Borrower securing Indebtedness of such Person; (m) Liens resulting from progress payments or partial payments under United States government contracts or subcontracts; (n) Liens arising from legal proceedings, so long as such proceedings are being contested in good faith by appropriate proceedings diligently conducted and so long as execution is stayed on all judgments resulting from any such proceedings; (o) any Lien on Margin Stock; (p) grants of security and rights of setoff in deposit or credit accounts, including demand, savings, passbook, share draft or like accounts, certificates of deposit, money market accounts, items held for collection or deposit, commercial paper, negotiable instruments and similar accounts and instruments held at banks or financial institutions to secure the payment or reimbursement under overdraft, acceptance and similar facilities and rights of setoff, banker's liens and other similar rights arising solely by operation of law; and (iq) Liens not otherwise permitted by and in addition to the foregoing clauses paragraphs of this Section securing Debt Indebtedness (other than indebtedness represented by the Notes) in an aggregate principal amount at any time outstanding which, together with the aggregate amount of Indebtedness of Restricted Subsidiaries permitted by Section 5.20(iv), does not to exceed $750,000,00020% of Consolidated Net Worth as of the last day of the immediately preceding Fiscal Quarter.

Negative Pledge. Neither This Condition 5 (Negative Pledge) only applies to Senior Notes. So long as any Note remains outstanding, the Company nor Issuer and the Borrower willGuarantor shall not, and the Company will not Issuer and the Guarantor shall procure that none of their Material Subsidiaries will, create or permit to subsist any Subsidiary to, create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on Security Interest upon the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $265,000,000; (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all whole or any part of its present or future undertaking, assets or revenues (including any uncalled capital) to secure any Relevant Indebtedness or Guarantee of Relevant Indebtedness, other than a Permitted Security Interest, without (a) at the cost same time or prior thereto securing the Notes equally and rateably therewith or (b) providing such other security for the Notes as may be approved by an Extraordinary Resolution (as defined in the Agency Agreement). Nothing in this Condition 5 (Negative Pledge) shall prevent the Issuer, the Guarantor or, as the case may be, a Subsidiary of acquiring such assetthe Issuer or the Guarantor from creating or permitting to subsist a Security Interest upon a defined or definable pool of its assets including, provided that such Lien attaches but not limited to, receivables (not representing all of the assets of the Issuer, the Guarantor or any Subsidiary of the Issuer or the Guarantor as the case may be) (the "Secured Assets") which is or was created pursuant to such asset concurrently any securitisation or like arrangement in accordance with established market practice (whether or within 180 days after not involving itself as the acquisition thereof. (d) any Lien on any asset issuer of any corporation existing at issue of asset backed securities) and whereby all payment obligations in respect of the time such corporation is merged Indebtedness of any Person or consolidated with under any guarantee of or into indemnity in respect of the Company or a Subsidiary and not created in contemplation Indebtedness of such event; (e) any Lien existing on any asset prior to other Person, as the acquisition thereof by the Company or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures")case may be, but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt")secured on, or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venture; an interest in, the Secured Assets are to be discharged solely from the Secured Assets (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assets; (h) Liens arising in the ordinary course of business which solely from (i) do not secure Debt, the Secured Assets and (ii) do not secure assets of a Person other than the Issuer, the Guarantor or any obligation in an amount exceeding $50,000,000 and (iii) do not in Subsidiary of the aggregate materially detract from Issuer or the value of its assets or materially impair the use thereof in the operation of its business; and (i) Liens not otherwise permitted by and in addition to the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $750,000,000Guarantor).

Negative Pledge. Neither the Company nor the Borrower will, and the Company will not permit any Subsidiary to, create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $265,000,000123,700,000; (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof.; (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company or a Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venture; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assets; (h) Liens arising in the ordinary course of business which (i) do not secure Debt, (ii) do not secure any obligation in an amount exceeding $50,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; and; (i) Liens not otherwise permitted by and in addition to the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $750,000,00010% of Consolidated Net Worth; and (j) any Lien on Margin Stock, if and to the extent the value of all Margin Stock of the Company and its Subsidiaries exceeds 25% of the value of the total assets subject to this Section.

Negative Pledge. Neither the Company nor the Borrower willany Consolidated Subsidiary will create, and the Company will not permit any Subsidiary to, createincur, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) any Lien created under the Loan Documents; (b) Liens existing on the date of this Agreement hereof, securing Debt Indebtedness outstanding on the date of this Agreement in an aggregate principal amount not exceeding $265,000,000; (b) any Lien existing hereof, and set forth on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such eventSchedule 6.02; (c) any Lien on any asset securing Debt Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof.; (d) any Lien existing on any asset of any corporation at the time such corporation becomes a Consolidated Subsidiary, provided that (i) such Lien is not created in contemplation of or in connection with such corporation becoming a Consolidated Subsidiary, (ii) such Lien shall not apply to any other property or assets of the Company or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date such corporation becomes a Consolidated Subsidiary and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (e) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company or a any Consolidated Subsidiary and not created in contemplation of such event; provided that such Lien shall not extend to other assets of the Company or such Consolidated Subsidiary and shall secure only those obligations which it secures on the date of such merger or consolidation and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (ef) any Lien existing on any asset prior to the acquisition thereof by the Company or a any Consolidated Subsidiary and not created in contemplation of such acquisition; (f) any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venture; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section, ; provided that such Debt Indebtedness is not increased and is not secured by any additional assets; (h) Liens for taxes that are not yet subject to penalties for non-payment or are being contested in good faith, or minor survey exceptions or minor encumbrances, easements or other rights of others with respect to, or zoning or other governmental restrictions as to the use of, real property that do not, in the aggregate, materially impair the use of such property in the operation of the businesses of the Company and the Subsidiaries; (i) Liens arising out of judgments or awards against the Company or any Subsidiary with respect to which the Company or such Subsidiary is, in good faith, prosecuting an appeal or proceedings for review and (ii) Liens incurred by the Company or any Subsidiary for the purpose of obtaining a stay or discharge in any legal proceeding to which the Company or any Subsidiary is a party; provided that the Liens permitted by the foregoing clause (ii) shall not secure obligations in an aggregate principal amount outstanding in excess of 5% of Consolidated Tangible Net Worth; (j) carriers', warehousemen's, mechanics', materialmen's, repairmen's, landlord's or other like Liens arising in the ordinary course of business for sums which (i) do are not secure Debtoverdue for a period of more than 60 days or which are being contested in good faith by appropriate proceedings, (ii) do not secure any obligation pledges or deposits in an amount exceeding $50,000,000 connection with workers' compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements, and (iii) do not deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the aggregate materially detract from the value ordinary course of its assets or materially impair the use thereof in the operation of its business; and (ik) Liens not otherwise permitted by and in addition to the foregoing clauses of this Section securing Debt Indebtedness in an aggregate principal amount at any time outstanding not to exceed $750,000,0005% of Consolidated Tangible Net Worth.

Negative Pledge. Neither the Company Borrower nor the Borrower will, and the Company any Consolidated Subsidiary will not permit any Subsidiary to, create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, exceptexcept for: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $265,000,000hereof; (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Consolidated Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided PROVIDED that such Lien attaches to such asset concurrently with or within 180 90 days after the acquisition thereof.; (d) any Lien on any asset of any corporation existing at the time such corporation is merged into or consolidated with or into the Company Borrower or a Consolidated Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company Borrower or a Consolidated Subsidiary and not created in contemplation of such acquisition; (f) any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries created in which the Company or any of its Subsidiaries has made investments ("Joint Ventures")connection with capitalized lease obligations, but for the payment of which Debt no other recourse may be had only to the Company or any Subsidiaries ("Limited Recourse Debt"), or any extent that such Lien on equity interests in a Joint Venture securing Limited Recourse Debt encumbers property financed by such capital lease obligation and the principal component of such Joint Venturecapitalized lease obligation is not increased; (g) Liens arising in the ordinary course of its business which (i) do not secure Debt and (ii) do not in the aggregate materially impair the operation of the business of the Borrower and its Consolidated Subsidiaries, taken as a whole; (h) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided PROVIDED that such Debt is not increased and is not secured by any additional assets; (hi) Liens arising securing taxes, assessments, fees or other governmental charges or levies, Liens securing the claims of materialmen, mechanics, carriers, landlords, warehousemen and similar Persons, Liens incurred in the ordinary course of business which (i) do in connection with workmen's compensation, unemployment insurance and other similar laws, Liens to secure surety, appeal and performance bonds and other similar obligations not secure Debtincurred in connection with the borrowing of money, (ii) do not secure any obligation and attachment, judgment and other similar Liens arising in an amount exceeding $50,000,000 connection with court proceedings so long as the enforcement of such Liens is effectively stayed and (iii) do not the claims secured thereby are being contested in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; andgood faith by appropriate proceedings; (ij) Liens not otherwise permitted by and in addition to the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $750,000,00010% of Consolidated Net Worth; and (k) any Liens on property arising in connection with a securities repurchase transaction.

Negative Pledge. Neither the Company nor the The Borrower will, and the Company will not permit any Subsidiary to, create, assume or suffer to exist any Lien on any Investment in a Subsidiary now directly owned or hereafter directly acquired by he Borrower, except Liens described in clause (h) below. Neither the Borrower nor any Subsidiary will create, assume or suffer to exist any Lien on any other asset now owned or hereafter acquired by it, it except: (a) Liens existing on the date of this Agreement securing Debt outstanding that have attached (or that hereafter attach, pursuant to agreements in effect on the date of this Agreement hereof, to assets not owned by Persons subject to such agreements on the date hereof), securing Debt in an aggregate principal amount not exceeding $265,000,000900,000,000; (b) any Lien existing on any asset of any corporation Person at the time such corporation Person becomes a Subsidiary and not created in contemplation of such event; (c) any Lien (created pursuant to an equipment trust agreement, conditional sale agreement, chattel mortgage or lease or otherwise) on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring acquiring, constructing or rebuilding such asset, provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof.; (d) any Lien on any asset of any corporation Person existing at the time such corporation Person is merged or consolidated with or into the Company Borrower or a Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company Borrower or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien Liens created, assumed or existing on assets associated with real estate development projects or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venturedevelopment joint ventures; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assets; (h) inchoate tax Liens; (i) Liens arising in the ordinary course of its business which (i) do not secure DebtDebt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $50,000,000 600,000,000 and (iii) do not in the aggregate materially detract from the value of its material assets or materially impair the use thereof in the operation of its business; and (i) Liens not otherwise permitted by and in addition to the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $750,000,000.;

Negative Pledge. Neither the Company Borrower nor the Borrower will, and the Company will not permit any Subsidiary to, will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement Effective Date and set forth in an aggregate principal amount not exceeding $265,000,000Schedule 5.9;; (b) any Lien existing on any asset of any corporation Person at the time such corporation Person becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring or improving such assetasset (it being understood that, for this purpose, the acquisition of a Person is also an acquisition of the assets of such Person); provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof.; (d) any Lien on any asset of any corporation Person existing at the time such corporation Person is merged or consolidated with or into the Company Borrower or a Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company Borrower or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venture; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assets; (hg) Liens arising in the ordinary course of its business which (i) do not secure DebtDebt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $50,000,000 5,000,000 and (iii) do not in the aggregate materially detract from the value of the assets of the Borrower and its assets Subsidiaries, taken as a whole, or materially impair the use thereof in the operation of its their business; and; (h) Liens on (i) any asset of an Automobile Dealership securing floor plan indebtedness or (ii) any retail installment receivables of Atlantic Auto Finance Corporation to be sold in a securitization transaction; (i) Liens not otherwise permitted created by and in addition the Collateral Documents; (j) a Lien on the real property of Sun Automotive Group; provided that so long as such Lien exists, upon the request of either Agent, the Borrower shall use commercially reasonable efforts to grant a second mortgage on such real property to the foregoing clauses of this Section Agents and the Banks pursuant to documentation in form and substance satisfactory to the Agents; and (k) Liens securing Debt owed by a Subsidiary to the Borrower or another Subsidiary. Notwithstanding the foregoing, no Obligor will create, assume or suffer to exist any Lien on any Collateral other than Liens described in an clause (a), (b), (c), (d), (e) or (i) above, or Liens described in clause (f) above relating to a Lien described in clause (a), (b), (c), (d), (e) or (i) above, which do not in the aggregate principal amount at any time outstanding not to exceed $750,000,000materially detract from the value of the Collateral.

Negative Pledge. Neither the Company Account Party nor the Borrower will, and the Company will not permit any Subsidiary to, of the Account Party will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $265,000,000Agreement; (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary of the Account Party and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided PROVIDED that such Lien attaches to such asset concurrently with or within 180 90 days after the acquisition thereof.; (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company Account Party or a Subsidiary of the Account Party and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company Account Party or a Subsidiary of the Account Party and not created in contemplation of such acquisition; (f) any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venture; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses or clause (l) of this Section, provided ; PROVIDED that such Debt is not increased and is not secured by any additional assetsassets (other than, in the case of Debt permitted under Section 5.7(a)(vi), Liens on assets of any Subsidiary permitted under such Section 5.7(a)(vi) to be obligated on such Debt); (hg) Liens arising in the ordinary course of its business which (i) do not secure Debt, (ii) do not secure any obligation in an any amount exceeding $50,000,000 25,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (h) Liens in connection with worker's compensation, social security obligations, taxes, assessments, statutory obligations or other similar charges, good faith deposits in connection with tenders, contracts or leases to which the Account Party or any of its Subsidiaries is a party or other deposits required to be made in the ordinary course of business and not in connection with borrowing money or obtaining advances or credit, PROVIDED in each case that the obligation or liability arises in the ordinary course of business and if overdue is being contested in good faith by appropriate proceedings; (i) inchoate materialmen's, mechanics', workmen's, repairmen's, employees', carriers', warehousemen's, or other like Liens arising in the ordinary course of business of the Account Party or its Subsidiaries; (j) with respect to real property, easements, rights of way, reservations and other minor defects or irregularities in title which do not materially impair the use thereof for the purposes for which it is held by the Account Party or its Subsidiaries; (k) Liens on cash collateral securing (i) Investment and Guarantee Commitments, (ii) the Letter of Credit Liabilities and (iii) the "Letter of Credit Liabilities" (as defined in the Existing Credit Facility); and (il) Liens not otherwise permitted by and in addition securing Power Project Debt or utility obligations or other customer, supplier or contractor obligations associated with a Power Project that are limited to the foregoing clauses assets and revenues of this Section securing Debt the related Power Project and the capital stock or other assets (including contract rights) of Subsidiaries of the Account Party having a direct or indirect interest in an aggregate principal amount at any time outstanding not to exceed $750,000,000such Power Project.

Negative Pledge. Neither the Company Borrower nor the Borrower will, and the Company any of its --------------- Subsidiaries will not permit any Subsidiary to, create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $265,000,000100,000,000; (b) any Lien existing on any asset of any corporation Person at the time such corporation Person becomes a Subsidiary of the Borrower and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 180 -------- 120 days after the acquisition thereof.; (d) any Lien on any asset of any corporation Person existing at the time such corporation Person is merged or consolidated with or into the Company Borrower or a Subsidiary any of its Subsidiaries and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company Borrower or a Subsidiary any of its Subsidiaries and not created in contemplation of such acquisition; (f) any Lien on assets any Receivable or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or proceeds thereof arising pursuant to any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or Receivables Transaction and any Lien on equity interests any asset of a Special Purpose Subsidiary arising in connection with a Joint Venture securing Limited Recourse Debt of such Joint VentureReceivables Transaction; (g) any Lien arising out on assets of a Subsidiary of the refinancing, replacement, extension, renewal Borrower granted to secure Debt owing by such Subsidiary to the Borrower or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assetsits other Subsidiaries; (h) any Lien to secure short-term broker loans, or on securities borrowed or loaned, or to collateralize repurchase or reverse repurchase transactions, which such loans or other transactions are incurred or conducted (as the case may be) in the ordinary course of its business; (i) Liens arising in the ordinary course of its business which (i) do not secure Debt, (ii) do not secure any obligation in an amount exceeding $50,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; and; (j) any Lien on any assets that are carried in the balance sheet asset account called "cash and securities subject to federal regulation" and are (i) owned by any Subsidiary of the Borrower or (ii) maintained on behalf of customers, and which Liens arise in connection with commodity or options transactions executed by any Subsidiary of the Borrower in the ordinary course on a commodities or options exchange or through a clearing house; (k) any Lien on any asset arising pursuant to (i) a capitalized lease or (ii) a sale/leaseback transaction with respect to real estate, office facilities or office equipment of the Borrower or any of its Subsidiaries; (l) any Lien on any asset segregated or escrowed as required by any securities, commodities or options exchange, any clearing house associated with any such exchange, or any regulatory authority in connection with the execution or clearing of transactions in the ordinary course; (m) any Lien on any asset of ▇▇▇▇ ▇▇▇▇▇▇ Realty securing Debt for money borrowed by ▇▇▇▇ ▇▇▇▇▇▇ Realty; (n) any Lien on cash and securities of the Borrower or any of its Subsidiaries deposited with any Subsidiary of the Borrower that is a regulated depositary institution, to collateralize extensions of credit made or deemed made to any of its "affiliates" (as defined in Section 23A of the Federal Reserve Act) as a result of consumer or commercial credit, charge or similar arrangements with non-"affiliates", as the Borrower or any of its Subsidiaries deems reasonably necessary or advisable in order to ensure compliance with the requirements of such Section 23A; (o) any Lien on securities arising out of the rights of Persons to whom such securities are owed in connection with a failed securities transaction; (p) any Lien on any asset of SPS Transactions Services, Inc., or any Subsidiary thereof; (q) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by the foregoing clauses of this Section, provided that such Debt is not increased and is -------- not secured by any additional assets; (r) any Lien on any asset of Greenwood Trust, ▇▇▇▇▇▇ State Bank, MountainWest Financial Corporation or Discover Card Bank of New Castle arising out of any pledge of such assets to a Federal Reserve Bank in connection with a borrowing from a Federal Reserve Bank; (s) Liens on any asset of Greenwood Trust securing payment obligations owed to merchants, in an aggregate outstanding amount at no time exceeding $5,000,000; (t) Liens on Margin Stock, if and to the extent the value of all such Margin Stock of the Borrower and its Subsidiaries exceeds 25% of the value of the total assets subject to this Section; (u) Liens not otherwise permitted by and in addition to the foregoing clauses of this Section securing Debt obligations in an aggregate principal amount at any time outstanding not to exceed $750,000,0008% of Consolidated Net Worth; and (v) any Lien created, assumed or suffered to exist by a Former MS Subsidiary that is permitted under the MS Group Facility without giving effect to Section 6.01(l) thereof.

Negative Pledge. Neither the Company No Loan Party nor the Borrower will, and the Company will not permit any Subsidiary to, of a Loan Party will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement encumbering assets (other than Collateral) securing Debt outstanding on the date of this Agreement Agreement, in an aggregate each case as described and in the principal amount not exceeding $265,000,000amounts set forth on Schedule 5.14; (b) any Lien existing on any asset Liens for taxes, assessments or similar charges, incurred in the ordinary course of any corporation at the time such corporation becomes a Subsidiary business that are not yet due and not created payable or that are being contested in contemplation of such eventgood faith and with due diligence by appropriate proceedings; (c) pledges or deposits made in the ordinary course of business to secure payment of workers’ compensation, or to participate in any fund in connection with workers’ compensation, unemployment insurance, old-age pensions or other social security programs which in no event shall become a Lien on prior to any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof.Collateral Documents; (d) Liens of mechanics, materialmen, warehousemen, carriers or other like liens, securing obligations incurred in the ordinary course of business that: (1) are not yet due and payable and which in no event shall become a Lien prior to any Collateral Documents; or (2) are being contested diligently in good faith pursuant to appropriate proceedings and with respect to which the Loan Party has established reserves reasonably satisfactory to the Administrative Agent and Required Lenders and which in no event shall become a Lien on prior to any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company or a Subsidiary and not created in contemplation of such eventCollateral Documents; (e) any good faith pledges or deposits made in the ordinary course of business to secure performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, not in excess of ten percent (10%) of the aggregate amount due thereunder, or to secure statutory obligations, or surety, appeal, indemnity, performance or other similar bonds required in the ordinary course of business which in no event shall become a Lien existing on any asset prior to the acquisition thereof by the Company or a Subsidiary and not created in contemplation of such acquisitionany Collateral Document; (f) any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venture; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that (i) such Debt is not increased and is not secured by any additional assets, and (ii) the amount of such Debt secured by any such Lien is not increased; (g) encumbrances consisting of zoning restrictions, easements or other restrictions on the use of real property, none of which materially impairs the use of such property by Borrower in the operation of its business, and none of which is violated in any material respect by existing or proposed restrictions on land use; (h) any Lien on Margin Stock; (i) any Lien imposed as a result of a taking under the exercise of the power of eminent domain by any governmental body or by any Person acting under governmental authority; (j) Liens arising securing reasonable and customary fees of banks and other depository institutions on Cash and Cash Equivalents held on deposit with such banks and institutions; provided that such Liens are subordinated to the Liens described in Section 5.14(l); (k) Liens restricting the ability of any SBIC Entity to encumber its assets pursuant to (i) Applicable Law, (ii) agreements with the Small Business Administration entered into in the ordinary course of business which or (iii) Debt obligations of the SBIC Entities permitted under Section 5.31; (l) Liens securing the Administrative Agent and the Secured Parties created or arising under the Loan Documents; (m) Liens securing Debt permitted under Section 5.31(d), provided that (i) such Liens do not secure at any time encumber any property other than property financed by such Debt, (ii) do the Debt secured thereby does not secure any obligation in an amount exceeding $50,000,000 exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition, and (iii) do not in such Liens attach to such property concurrently with or within ninety (90) days after the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its businessacquisition thereof; (n) Liens securing Debt permitted under Section 5.31(h); and (io) Liens not otherwise permitted by and in addition on Special Equity Interests but only to the foregoing clauses extent securing obligations in the manner provided in the definition of “Special Equity Interests” in Section 1.01. Notwithstanding anything contained in this Section securing Debt 5.14 to the contrary, no Loan Party or any Subsidiary of a Loan Party will create, assume or suffer to exist any Lien on the Collateral except the Liens in an aggregate principal amount at any time outstanding not to exceed $750,000,000favor of the Secured Parties under the Collateral Documents and the Permitted Encumbrances.

Negative Pledge. Neither the Company No Loan Party nor the Borrower will, and the Company will not permit any Subsidiary to, of a Loan Party will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement encumbering assets other than Collateral securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $265,000,0005,000,000, all of which are set forth on Schedule 5.14; (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Consolidated Subsidiary and not created in contemplation of such event; (c) any Lien on any asset (other than Collateral) securing Debt incurred or assumed for the purpose of financing all or any part no more than 80% of the cost of acquiring or constructing such assetasset and permitted under Section 5.32(c), provided that such Lien attaches to such asset (and no asset other than the asset so acquired or constructed) concurrently with or within 180 days 18 months after the acquisition or completion of construction thereof.; (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company Borrower or a Subsidiary another Loan Party and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company Borrower or a Subsidiary another Loan Party and not created in contemplation of such acquisition; (f) Liens encumbering assets (other than Collateral) securing Debt owing by any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had Loan Party to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint VentureBorrower; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that (i) such Debt is not increased and is not secured by any additional assets, and (ii) the amount of such Debt secured by any such Lien is not increased; (h) Liens arising in incidental to the ordinary course conduct of its business or the ownership of its assets which (i) do not secure Debt, Debt and (ii) do not secure any obligation in an amount exceeding $50,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) any Lien on Margin Stock; (j) Liens securing the Agent and the Banks created or arising under the Loan Documents; and (ik) Liens not otherwise permitted by and in addition to the foregoing clauses of this Section securing Debt (other than indebtedness represented by the Notes) in an aggregate principal amount at any time outstanding not to exceed $750,000,00015,000,000. Notwithstanding anything contained in this Section 5.14 to the contrary, no Loan Party or any Subsidiary of a Loan Party will create, assume or suffer to exist any Lien on the Collateral or on the Borrower’s ownership interests in the ▇▇▇▇▇▇▇ Asset Fund.

Negative Pledge. Neither the Company nor the Borrower will, and the Company will not permit any Subsidiary to, create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $265,000,000123,700,000; (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided PROVIDED that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof.; (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company or a Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venture; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assets; (h) Liens arising in the ordinary course of business which (i) do not secure Debt, (ii) do not secure any obligation in an amount exceeding $50,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; and; (i) Liens not otherwise permitted by and in addition to the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $750,000,00010% of Consolidated Net Worth; and (j) any Lien on Margin Stock, if and to the extent the value of all Margin Stock of the Company and its Subsidiaries exceeds 25% of the value of the total assets subject to this Section.

Negative Pledge. Neither the Company nor the Borrower will(a) EnergySolutions and Parent each shall not, and the Company will shall cause each of their respective Subsidiaries (other than a Special Purpose Subsidiary) not permit any Subsidiary to, enter into after the Third Amended and Restated Credit Agreement Effective Date or permit to exist after the Third Amended and Restated Credit Agreement Effective Date any new agreement (other than this Agreement, any Duratek Loan Document or any other Loan Document) that limits or conditions the ability of EnergySolutions or Parent or any of their respective Subsidiaries to create, incur, assume or suffer to exist any Lien Liens on any asset now owned or hereafter acquired by it, except: property of such Person except that this Section 7.12(a) shall not prohibit (a) any negative pledge incurred or provided in connection with any Lien referred to in clause (e) of the definition of “Permitted Lien” in Article 1 solely to the extent any such negative pledge relates to the property secured by or the subject of such Lien, (b) any restrictions on any Subsidiary of EnergySolutions or Parent under any agreement in effect at the time such Subsidiary becomes a Subsidiary of EnergySolutions or Parent, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary or a Subsidiary of Parent, (c) any agreements governing any purchase money Liens existing or Capitalized Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (d) Additional Permitted Debt, (e) customary restrictions on assignment of contracts (other than assignments in favor of the date Collateral Agent for the benefit of the Secured Parties) contained within such agreements, (f) customary restrictions with respect to an asset imposed pursuant to an agreement for the disposition of such asset (so long as such disposition is permitted by Section 7.6 hereof and which agreement is not proscribed by a provision hereof other than those contained in this Section 7.12(a)), (g) customary restrictions in joint venture agreements of joint ventures that are not Subsidiaries and (h) this Agreement securing Debt outstanding on or the date of this Agreement in an aggregate principal amount not exceeding $265,000,000;Duratek Loan Agreement. (b) To the extent any Lien existing Special Purpose Subsidiary is restricted or prohibited by the United States Nuclear Regulatory Commission or any other federal or state governmental entity, or by a counterparty to such Special Purpose Subsidiary’s SPS Project Documentation, from granting Liens on any asset such Special Purpose Subsidiary’s assets for the benefit of the Lenders, then such Special Purpose Subsidiary shall not, and shall cause each of its respective Subsidiaries not to, create, incur, assume or suffer to exist Liens, other than Permitted Liens, on the property of such Special Purpose Subsidiary for the benefit of any corporation at the time such corporation becomes Person that is not a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches counterparty to such asset concurrently with or within 180 days after the acquisition thereofSpecial Purpose Subsidiary’s SPS Project Documentation. (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company or a Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venture; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assets; (h) Liens arising in the ordinary course of business which (i) do not secure Debt, (ii) do not secure any obligation in an amount exceeding $50,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; and (i) Liens not otherwise permitted by and in addition to the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $750,000,000.

Negative Pledge. Neither the Company nor the Borrower will, and the Company will not permit any Subsidiary to, will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $265,000,000the US Dollar Equivalent of US$75,000,000; (b) any Lien existing on any asset of any corporation or other Person at the time such corporation or other Person becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, ; provided that such Lien attaches to such asset concurrently with or within 180 90 days after the acquisition thereof.; (d) any Lien on any asset of any corporation or other Person existing at the time such corporation or other Person is merged or consolidated with or into the Company or a Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venture; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, ; provided that such Debt is not increased and is not secured by any additional assets; (hg) Liens arising in the ordinary course of its business which (i) do not secure Debt, (ii) do not secure any obligation in an amount exceeding $50,000,000 the US Dollar Equivalent of US$75,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; and (ih) Liens not otherwise permitted by and in addition to the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $750,000,00010% of Consolidated Net Worth.

Negative Pledge. Neither the Company No Loan Party nor the Borrower will, and the Company will not permit any Subsidiary to, of a Loan Party will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement encumbering assets (other than Collateral) securing Debt outstanding on the date of this Agreement Agreement, in an aggregate each case as described and in the principal amount not exceeding $265,000,000amounts set forth on Schedule 5.14; (b) any Lien existing on any asset Liens for taxes, assessments or similar charges, incurred in the ordinary course of any corporation at the time such corporation becomes a Subsidiary business that are not yet due and not created payable or that are being contested in contemplation of such eventgood faith and with due diligence by appropriate proceedings; (c) pledges or deposits made in the ordinary course of business to secure payment of workers’ compensation, or to participate in any fund in connection with workers’ compensation, unemployment insurance, old-age pensions or other social security programs which in no event shall become a Lien on prior to any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof.Collateral Documents; (d) Liens of mechanics, materialmen, warehousemen, carriers or other like liens, securing obligations incurred in the ordinary course of business that: (1) are not yet due and payable and which in no event shall become a Lien prior to any Collateral Documents; or (2) are being contested diligently in good faith pursuant to appropriate proceedings and with respect to which the Loan Party has established reserves reasonably satisfactory to the Administrative Agent and Required Lenders and which in no event shall become a Lien on prior to any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company or a Subsidiary and not created in contemplation of such eventCollateral Documents; (e) any good faith pledges or deposits made in the ordinary course of business to secure performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, not in excess of ten percent (10%) of the aggregate amount due thereunder, or to secure statutory obligations, or surety, appeal, indemnity, performance or other similar bonds required in the ordinary course of business which in no event shall become a Lien existing on any asset prior to the acquisition thereof by the Company or a Subsidiary and not created in contemplation of such acquisitionany Collateral Document; (f) any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venture; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that (i) such Debt is not increased and is not secured by any additional assets, and (ii) the amount of such Debt secured by any such Lien is not increased; (hg) Liens arising in the ordinary course encumbrances consisting of business which (i) do not secure Debtzoning restrictions, (ii) do not secure any obligation in an amount exceeding $50,000,000 and (iii) do not in the aggregate materially detract from the value of its assets easements or materially impair other restrictions on the use thereof of real property, none of which materially impairs the use of such property by Borrower in the operation of its business, and none of which is violated in any material respect by existing or proposed restrictions on land use; (h) any Lien on Margin Stock; (i) any Lien imposed as a result of a taking under the exercise of the power of eminent domain by any governmental body or by any Person acting under governmental authority; (j) Liens securing reasonable and customary fees of banks and other depository institutions on Cash and Cash Equivalents held on deposit with such banks and institutions; andprovided that such Liens are subordinated to the Liens described in Section 5.14(l); (i) Liens not otherwise permitted by restricting the ability of any SBIC Entity to encumber its assets pursuant to Applicable Law and (ii) Liens of any SBIC Entity in addition to favor of the foregoing clauses of this Section U.S. Small Business Administration and its assigns; (l) Liens securing the Administrative Agent and the Secured Parties created or arising under the Loan Documents; (m) Liens securing Debt in an aggregate principal amount permitted under Section 5.31(d), provided that (i) such Liens do not at any time outstanding encumber any property other than property financed by such Debt, (ii) the Debt secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition, and (iii) such Liens attach to exceed $750,000,000such property concurrently with or within ninety (90) days after the acquisition thereof; and (n) Liens existing at the time Borrower or any Subsidiary acquires an interest in a Person following a default under a Portfolio Investment. Notwithstanding anything contained in this Section 5.14 to the contrary, no Loan Party or any Subsidiary of a Loan Party will create, assume or suffer to exist any Lien on the Collateral except the Liens in favor of the Secured Parties under the Collateral Documents and the Permitted Encumbrances.

Negative Pledge. Neither the Company Borrower nor the Borrower will, and the Company will not permit any Subsidiary to, (other than Golden Properties) will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal or face amount not exceeding $265,000,00010,000,000; (b) any Lien existing on any asset of any corporation Person at the time such corporation Person becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof.; (d) any Lien on any asset of any corporation Person existing at the time such corporation Person is merged or consolidated with or into the Company Borrower or a Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company Borrower or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venture; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assets; (hg) Liens arising in the ordinary course of its business which (i) do not secure Debt, Debt or Derivatives Obliga- tions and (ii) do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $50,000,000 25,000,000; (h) Liens on cash and (iii) do not in cash equivalents securing Derivatives Obligations, provided that the aggregate materially detract from the value amount of its assets or materially impair the use thereof in the operation of its businesscash and cash equivalents subject to such Liens may at no time exceed $25,000,000; and (i) Liens not otherwise permitted by and in addition to the foregoing clauses of this Section securing Section; provided that the aggregate out- standing principal or face amount of (x) all Debt in an aggregate principal amount of the Borrower secured by Liens permitted solely by this clause (i) and (y) all Restricted Debt of Subsidiaries shall not not at any time outstanding not to exceed $750,000,00010% of Consolidated Tangible Assets.

Negative Pledge. Neither the Company a Credit Party nor the Borrower will, and the Company will not permit any Subsidiary to, will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date Effective Date and listed on Schedule 5.9 hereto; provided that such Liens shall not apply to any other property or assets of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $265,000,000such Credit Party or its Subsidiaries; (b) any Lien existing on any asset of any corporation Person at the time such corporation Person becomes a Subsidiary and not created in contemplation of such event, so long as such Lien does not attach to any other asset of such Subsidiary; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches only to such asset acquired and attaches concurrently with or within 180 ninety (90) days after the acquisition thereof.; (d) any Lien on any asset of any corporation Person existing at the time such corporation Person is merged or consolidated with or into the Company a Credit Party or a its Subsidiary and not created in contemplation of such event, so long as such Lien does not attach to any other asset of such Credit Party or its Subsidiaries; (e) any Lien existing on any asset prior to the acquisition thereof by the Company a Credit Party or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venture; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that the amount of such Debt is not increased and is not secured by any additional assets; (hg) Liens arising in the ordinary course of its business which (i) do not secure DebtDebt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding U.S. $50,000,000 5,000,000 and (iii) do not in the aggregate materially detract from the value of its the assets secured or materially impair the use thereof in the operation of such Credit Party or Subsidiary’s business; (h) Liens arising in connection with Qualified Securitization Transactions; (i) Liens securing Debt permitted under Section 5.15(iv) hereof; (j) Liens incurred or deposits or pledges (1) made in the ordinary course of business (i) in connection with workers’ compensation, unemployment insurance and other types of social security, (ii) to secure the payment or performance of tenders, statutory or regulatory obligations, bids, leases, contracts (including contracts to provide customer care services, billing services, transaction processing services and other services), performance and return of money bonds and other similar obligations, including letters of credit and bank guarantees required or requested by the United States, any State thereof or any foreign government or any subdivision, department, agency, organization or instrumentality of any of the foregoing in connection with any contract or statute (exclusive of obligations for the payment of borrowed money), or (iii) to cover anticipated costs of future redemptions of awards under loyalty marketing programs; or (2) required or requested by any regulatory authority having jurisdiction over any Insured Subsidiary in favor of any such regulatory authority or its businessnominee or made to comply or maintain compliance with Section 5.16 or any plan, memorandum or agreement with, or any order, request or directive from, any such regulatory authority; and (ik) Liens not otherwise permitted by and in addition to the foregoing clauses of this Section 5.9 securing Debt or other obligations in an aggregate principal or face amount at any time outstanding date not to exceed $750,000,000250,000,000. In each case set forth above, notwithstanding any stated limitation on the assets that may be subject to such Lien, a Lien on a specified asset or group or type of assets may include Liens on all improvements, additions and accessions thereto and all products and proceeds thereof.

Negative Pledge. Neither the Company a Credit Party nor the Borrower will, and the Company will not permit any Subsidiary to, will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date Effective Date and listed on Schedule 5.9 hereto; provided that such Liens shall not apply to any other property or assets of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $265,000,000such Credit Party or its Subsidiaries; (b) any Lien existing on any asset of any corporation Person at the time such corporation Person becomes a Subsidiary and not created in contemplation of such event, so long as such Lien does not attach to any other asset of such Subsidiary; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches only to such asset acquired and attaches concurrently with or within 180 ninety (90) days after the acquisition thereof.; (d) any Lien on any asset of any corporation Person existing at the time such corporation Person is merged or consolidated with or into the Company a Credit Party or a its Subsidiary and not created in contemplation of such event, so long as such Lien does not attach to any other asset of such Credit Party or its Subsidiaries; (e) any Lien existing on any asset prior to the acquisition thereof by the Company a Credit Party or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venture; (g) any Lien arising out of the refinancingamendment, modification, restatement, renewal, refunding, replacement, extension, renewal extension or refunding refinancing of any Debt secured by any Lien permitted by any of the foregoing other clauses of this Section, provided that the amount of such Debt is not increased (except as permitted by another clause of this Section 5.9) and is not secured by any additional assets; (hg) Liens arising in the ordinary course of its business which (i) do not secure DebtDebt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding U.S. $50,000,000 5,000,000 and (iii) do not in the aggregate materially detract from the value of its the assets secured or materially impair the use thereof in the operation of its such Credit Party or Subsidiary’s business; and (h) Liens arising in connection with Qualified Securitization Transactions; (i) Liens not otherwise permitted by and in addition to the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $750,000,000.permitted under Section 5.14(d) hereof;

Negative Pledge. Neither Without the Company nor express written consent of the Borrower willHolder of this Note, the Maker and the Company each Subsidiary will not permit any Subsidiary tonot, directly or indirectly, hereafter create, incur, assume or suffer to exist any Lien on mortgage, pledge, hypothecation, assignment, security interest, encumbrance, lien (statutory or other), preference, priority or other security agreement or preferential arrangement of any asset kind or nature whatsoever (including any conditional sale or other title retention agreement and any financing lease) (each, a "Lien") upon any of its property, revenues or assets, whether now owned or hereafter acquired by it(including, without limitation, the assets and/or stock of the entities acquired in the Acquisitions, except: (ai) Liens existing granted to secure indebtedness incurred to finance the acquisition (whether by purchase or capitalized lease) of tangible assets, but only on the date assets acquired with the proceeds of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $265,000,000such indebtedness; (bii) any Lien existing on any asset of any corporation Liens for taxes, assessments or other governmental charges or levies not at the time such corporation becomes a Subsidiary delinquent or thereafter payable without penalty or being contested in good faith by appropriate proceedings and not created for which adequate reserves in contemplation of such eventaccordance with GAAP shall have been set aside on its books; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof. (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company or a Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venture; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assets; (hiii) Liens arising of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; iv) Liens (iother than Liens arising under the Employee Retirement Income Security Act of 1974, as amended, or Section 412(n) do not secure Debtof the Internal Revenue Code of 1986, (iias amended) do not secure any obligation in an amount exceeding $50,000,000 and (iii) do not incurred in the aggregate materially detract from the value ordinary course of its assets business in connection with workers' compensation, unemployment insurance or materially impair the use thereof other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the operation ordinary course of its businessbusiness or to secure obligations on surety or appeal bonds; v) judgment Liens in existence less than sixty (60) days after the entry thereof or with respect to which execution has been stayed; and (ivi) Liens not otherwise permitted by and granted in addition to the foregoing clauses of this Section securing Debt in an aggregate principal amount at connection with any time outstanding not to exceed $750,000,000Senior Indebtedness.

Negative Pledge. Neither the Company nor the Borrower will, and the Company It will not permit any Subsidiary to, create, assume create or suffer to be created or permit to exist any Lien on mortgage, pledge, lien, security interest or other encumbrance upon any asset now owned of its properties or hereafter acquired by it, except: (a) Liens existing on assets or upon the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $265,000,000; (b) any Lien existing on any asset property or assets of any corporation at the time such corporation becomes a Subsidiary of its Consolidated Subsidiaries except (i) liens for taxes or assessments not yet due or whose validity or amount is being contested in good faith by appropriate proceedings (unless and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all until foreclosure, distraint, sale or any part similar proceeding shall have been instituted) and adequate reserves shall have been established and maintained in accordance with generally accepted accounting principles, (ii) real estate mortgages securing indebtedness which is or was undertaken to purchase the mortgaged real estate and covering only the real estate so purchased, (iii) security interests securing indebtedness arising out of the cost acquisition of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof. (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company or a Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof personal property by the Company or a Consolidated Subsidiary and not created for use in contemplation of such acquisition; (f) any Lien on assets its business or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venture; (g) any Lien indebtedness arising out of the refinancing, replacement, extension, renewal or refunding acquisition of any Debt secured real and personal property by any Lien permitted by any the Company in connection with Industrial Revenue Bonds of the foregoing clauses of this SectionCompany purchased by FNBB, provided that such Debt is not increased and is not the aggregate principal amount of indebtedness secured by any additional assets; (h) Liens arising in each security interest may not exceed the ordinary course purchase price of business which (i) do not secure Debtthe property so acquired, (iiiv) do other liens and encumbrances incidental to the conduct of its business or the ownership of its assets which were not secure any obligation incurred in an amount exceeding $50,000,000 connection with the borrowing of money or the obtaining of advances or credit, and (iii) which do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; and , (iv) Liens not otherwise permitted by and notes receivable arising from the financing /92 of water softener sales, which may be pledged as collateral, (vi) security interests or mortgages securing indebtedness which is undertaken in addition to connection with project financings, provided that the foregoing clauses of this Section securing Debt in an aggregate principal amount of indebtedness secured by such security interests or mortgages shall not exceed $20,000,000 at any one time outstanding outstanding, (vii) security interests or mortgages on the property or assets of any entity acquired by the Company, provided that the aggregate principal amount of indebtedness secured by such security interests or mortgages shall not to exceed $750,000,0005,000,000 at any one time outstanding, and (viii) renewals, extensions or replacements of any of the debts underlying said liens or encumbrances referred to in clauses (ii), (iii), and (iv) above, secured by such liens or encumbrances at the time of the renewal, extension or replacement and applying only to the same property or assets theretofore subject to such liens or encumbrances.

Negative Pledge. Neither the Company Borrower nor the Borrower will, and the Company any Consolidated Subsidiary will not permit any Subsidiary to, create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $265,000,00040,000,000; (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such eventConsolidated Subsidiary; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such assetasset (including an asset to be held pursuant to a capital lease), provided PROVIDED that such Lien attaches to such asset concurrently with or within 180 90 days after the acquisition thereof.; (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company Borrower or a Subsidiary and not created in contemplation of such eventConsolidated Subsidiary; (e) any Lien existing on any asset prior to the acquisition thereof by the Company Borrower or a consolidated Subsidiary and not created in contemplation of such acquisition; (f) any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venture; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided PROVIDED that such Debt is not increased and is not secured by any additional assets; (hg) Liens arising in the ordinary course of its business which (i) do not secure Debt, (ii) do not secure any single obligation in an amount exceeding $50,000,000 75,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (h) any purchase money mortgages and Liens created in respect of property acquired pursuant to Investments made after the date of this Agreement in specialty chemical businesses located outside North America and Western Europe, PROVIDED that (i) no such mortgage or Lien shall extend to or cover any other property of the Borrower or any Consolidated Subsidiary and (ii) the aggregate principal amount of all liabilities secured by all mortgages and Liens in respect of such property (whether or not the Borrower or any Consolidated Subsidiary assumes or becomes liable for such liabilities) shall not at any time exceed 100% of the purchase price of such property; (i) any Lien on Margin Stock; (j) any Lien on accounts receivable and related rights of the Borrower arising in connection with a Receivables Transaction; provided that no such Lien shall extend to any assets other than the accounts receivable and related rights subject to such Receivables Transaction; and (ik) Liens not otherwise permitted by and in addition to the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $750,000,00010% of Consolidated Tangible Net Worth.

Negative Pledge. Neither the Company nor the Borrower will, Newcourt will not and the Company will not permit the Borrower or any Restricted Subsidiary to, create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement (or Debt issued or incurred pursuant to commitments outstanding on the date of this Agreement) in an aggregate principal or face amount not exceeding $265,000,000420,000,000 (or its equivalent in any other currency); (b) any Lien existing Liens on property of, or on any asset shares of stock or Debt of, any corporation existing at the time such corporation becomes a Restricted Subsidiary and not created at the request or with the consent of Newcourt and in contemplation of such event; (c) Liens on property, shares of stock, other equity interests, or Debt existing at the time of acquisition or repossession thereof by Newcourt, the Borrower or any Lien Restricted Subsidiary and not created at the request or with the consent of Newcourt and in contemplation of such event; (d) Liens on physical property (or any asset securing Accounts Receivable arising in connection with the lease thereof), shares of stock; other equity interests, or Debt acquired (or, in the case of physical property, constructed) after the date hereof by Newcourt, the Borrower or any Restricted Subsidiary, which Liens are created prior to, at the time of, or within 180 days after such acquisition (or, in the case of physical property, the completion of such construction or commencement of commercial operation of such property, whichever is later) to secure any Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that acquisition (or such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof.construction); (de) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into Newcourt, the Company Borrower or a Restricted Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venture; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assets; (h) Liens arising in the ordinary course of Newecurt's, the Borrower's or such Restricted Subsidiary's business which (i) do not secure DebtDebt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $50,000,000 25,000,000 (or its equivalent in any other currency) and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; and; (g) Liens on Accounts Receivable of Newcourt, the Borrower or any Restricted Subsidiary arising from or in connection with transactions entered into by Newcourt, the Borrower or such Restricted Subsidiary after the date hereof or on Accounts Receivable acquired by Newcourt, the Borrower or such Restricted Subsidiary after such date from others, which Liens are created prior to, at the time of, or within one year after such Accounts Receivable arise or are acquired or, if later, the completion of the delivery or installation of the equipment or goods or the rendering of the services or the advancement or loaning of funds relating thereto (i) as a result of any guarantee, repurchase or other contingent (direct or indirect) or recourse obligation of Newcourt, the Borrower or such Restricted Subsidiary in connection with the discounting, sale, assignment, transfer or other disposition of such Accounts Receivable or any interest therein, or (ii) to secure or provide for the payment of all or any part of the investment of Newcourt, the Borrower or such Restricted Subsidiary in any such Accounts Receivable (whether or not such Accounts Receivable are the Accounts Receivable on which such Liens are created) or the purchase price thereof or to secure any debt (including, without limitation, Non-Recourse Debt) issued, incurred, assumed or guaranteed for the purpose of financing or refinancing all or any part of such investment or purchase price; (h) Liens on cash and cash equivalents securing Derivatives Obligations, PROVIDED that the aggregate amount of cash and cash equivalents subject to such Liens at no time exceed $25,000,000 (or its equivalent in any other currency); (i) Liens not otherwise in favor of Newcourt, the Borrower or any Restricted Subsidiary; (j) Liens in favor of Canada or any Province thereof or the United States or any State thereof or the District of Columbia, or any agency, department or other instrumentality thereof, to secure progress, advance or other payments pursuant to any contract or provision of any statute; (k) Liens to secure Non-Recourse Debt in connection with Newcourt, the Borrower or any Restricted Subsidiary engaging in any leveraged or single-investor or other lease transactions, whether (in the case of Liens on or relating to leases or groups of leases or the particular properties subject thereto) such Liens be on the particular properties subject to any leases involved in any of such transactions and/or the rental or other payments or rights under such leases or, in the case of any group of related or unrelated leases, on the properties subject to the leases comprising such group and/or the rental or other payments or rights under such leases, or on any direct or indirect interest therein, and whether (in any case) (i) such Liens be created prior to, at the time of, or at any time after the entering into of such lease transactions and/or (ii) such leases be in existence prior to, or be entered into by Newcourt, the Borrower or such Restricted Subsidiary at the time of or at any time after, the purchase or other acquisition by Newcourt, the Borrower or such Restricted Subsidiary of the properties subject to such leases; (1) Liens securing any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Debt or other obligation secured by any Lien permitted by and in addition to any of the foregoing clauses of this Section securing Section, PROVIDED, HOWEVER, that any such extension, renewal or replacement shall be limited to all or a part of the property or assets which secured the Debt in an aggregate principal or other obligation so extended, renewed or replaced (plus any improvements on such property) and that the amount at any time outstanding of such Debt or other obligation secured thereby is not to exceed $750,000,000.increased; and

Negative Pledge. Neither the Company Borrower nor the Borrower will, and the Company will not permit any Subsidiary to, will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, ; except:: <PAGE> (a) Liens existing on the date of this Agreement Effective Date securing Debt outstanding on the such date of this Agreement in an aggregate principal amount not exceeding to exceed $265,000,0005,000,000; (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring or constructing such asset, provided that such Lien attaches to such asset concurrently with or within 180 days eighteen (18) months after the acquisition or completion of construction thereof.; (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company Borrower or a Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company Borrower or a Subsidiary and not created in contemplation of such acquisition; (f) Liens securing Debt owing by any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had Subsidiary to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint VentureBorrower; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this SectionSection 6.07; provided, provided that (i) such Debt is not increased and is not secured by any additional assets, and (ii) the amount of such Debt secured by any such Lien is not increased; (h) Liens arising in incidental to the ordinary course conduct of its business or the ownership of its assets which (i) do not secure Debt, Debt and (ii) do not secure any obligation in an amount exceeding $50,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) any Lien on Margin Stock; (j) Liens on the Receivables Program Assets incurred pursuant to the Receivables Program Documents; and (ik) Liens not otherwise permitted by and in addition to the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $750,000,000.this

Negative Pledge. Neither the Company No Loan Party nor the Borrower will, and the Company will not permit any Subsidiary to, of a Loan Party will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement encumbering assets (other than Collateral) securing Debt outstanding on the date of this Agreement Agreement, in an aggregate each case as described and in the principal amount not exceeding $265,000,000amounts set forth on Schedule 5.14; (b) any Lien existing on any asset Liens for taxes, assessments or similar charges, incurred in the ordinary course of any corporation at the time such corporation becomes a Subsidiary business that are not yet due and not created payable or that are being contested in contemplation of such eventgood faith and with due diligence by appropriate proceedings; (c) pledges or deposits made in the ordinary course of business to secure payment of workers’ compensation, or to participate in any fund in connection with workers’ compensation, unemployment insurance, old-age pensions or other social security programs which in no event shall become a Lien on prior to any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof.Collateral Documents; (d) Liens of mechanics, materialmen, warehousemen, carriers or other like liens, securing obligations incurred in the ordinary course of business that: (1) are not yet due and payable and which in no event shall become a Lien prior to any Collateral Documents; or (2) are being contested diligently in good faith pursuant to appropriate proceedings and with respect to which the Loan Party has established reserves reasonably satisfactory to the Administrative Agent and Required Lenders and which in no event shall become a Lien on prior to any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company or a Subsidiary and not created in contemplation of such eventCollateral Documents; (e) any good faith pledges or deposits made in the ordinary course of business to secure performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, not in excess of ten percent (10%) of the aggregate amount due thereunder, or to secure statutory obligations, or surety, appeal, indemnity, performance or other similar bonds required in the ordinary course of business which in no event shall become a Lien existing on any asset prior to the acquisition thereof by the Company or a Subsidiary and not created in contemplation of such acquisitionany Collateral Document; (f) any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venture; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that (i) such Debt is not increased and is not secured by any additional assets, and (ii) the amount of such Debt secured by any such Lien is not increased; (hg) Liens arising in the ordinary course encumbrances consisting of business which (i) do not secure Debtzoning restrictions, (ii) do not secure any obligation in an amount exceeding $50,000,000 and (iii) do not in the aggregate materially detract from the value of its assets easements or materially impair other restrictions on the use thereof of real property, none of which materially impairs the use of such property by Borrower in the operation of its business, and none of which is violated in any material respect by existing or proposed restrictions on land use; (h) any Lien on Margin Stock; (i) any Lien imposed as a result of a taking under the exercise of the power of eminent domain by any governmental body or by any Person acting under governmental authority; (j) Liens securing reasonable and customary fees of banks and other depository institutions on Cash and Cash Equivalents held on deposit with such banks and institutions; andprovided that such Liens are subordinated to the Liens described in Section 5.14(l); (i) Liens not otherwise permitted by restricting the ability of any SBIC Entity to encumber its assets pursuant to Applicable Law and (ii) Liens of any SBIC Entity in addition to favor of the foregoing clauses of this Section U.S. Small Business Administration and its assigns; (l) Liens securing the Administrative Agent and the Secured Parties created or arising under the Loan Documents; (m) Liens securing Debt in an aggregate principal amount permitted under Section 5.31(d), provided that (i) such Liens do not at any time outstanding encumber any property other than property financed by such Debt, (ii) the Debt secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition, and (iii) such Liens attach to exceed $750,000,000such property concurrently with or within ninety (90) days after the acquisition thereof; and (n) Liens existing at the time the Borrower or any Subsidiary acquires an interest in a Person following a default under a Portfolio Investment. Notwithstanding anything contained in this Section 5.14 to the contrary, no Loan Party or any Subsidiary of a Loan Party will create, assume or suffer to exist any Lien on the Collateral except the Liens in favor of the Secured Parties under the Collateral Documents and the Permitted Encumbrances, except as permitted in writing by the Required Lenders.

Negative Pledge. Neither the Company nor the The Borrower will, and the Company will not permit any Subsidiary to, create, assume or suffer to exist any Lien on any Investment in a Subsidiary now directly owned or hereafter directly acquired by the Borrower, except Liens described in clause (h) below. Neither the Borrower nor any Subsidiary will create, assume or suffer to exist any Lien on any other asset now owned or hereafter acquired by it, it except: (a) Liens existing on the date of this Agreement securing Debt outstanding that have attached (or that hereafter attach, pursuant to agreements in effect on the date of this Agreement hereof, to assets not owned by Persons subject to such agreements on the date hereof), securing Debt in an aggregate principal amount not exceeding $265,000,0001,250,000,000; (b) any Lien existing on any asset of any corporation Person at the time such corporation Person becomes a Subsidiary and not created in contemplation of such event; (c) any Lien (created pursuant to an equipment trust agreement, conditional sale agreement, chattel mortgage or lease or otherwise) on any asset or pool of assets securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such assetacquiring, provided that such Lien attaches to constructing or rebuilding such asset concurrently with or within 180 days after the acquisition thereof.pool of assets; (d) any Lien on any asset of any corporation Person existing at the time such corporation Person is merged or consolidated with or into the Company Borrower or a Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company Borrower or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien Liens created, assumed or existing on assets associated with real estate development projects or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venturedevelopment joint ventures; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assets; (h) inchoate tax Liens; (i) Liens arising in the ordinary course of its business which (i) do not secure Debt, Debt or Derivatives Obligations and (ii) do not secure any obligation in an amount exceeding $50,000,000 and (iii) do not in the aggregate materially detract from the value of its material assets or materially impair the use thereof in the operation of its business; (j) Liens on "margin stock" (as defined in the Margin Regulations), if and to the extent that the value of such margin stock exceeds 25% of the total assets of the Borrower and its Subsidiaries subject to this Section; (k) Liens on cash and cash equivalents securing Derivatives Obligations, provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000; (l) Liens upon real and/or personal property, which property was acquired after the Closing Date (by purchase, construction or otherwise) by the Borrower or any of its Subsidiaries, provided that each of such Liens exists only on such property; and (im) Liens not otherwise permitted by and in addition to the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed in excess of the greater of (i) 3.7% of Consolidated Total Capital and (ii) $750,000,000600,000,000.

Negative Pledge. Neither the Company No Loan Party nor the Borrower will, and the Company will not permit any Subsidiary to, of a Loan Party will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (aA) Liens existing on the date of this Agreement encumbering assets other than Collateral securing Debt outstanding on the date of this Agreement Agreement, in an aggregate each case as described and in the principal amount not exceeding $265,000,000amounts set forth on Schedule 5.11; (bB) any Lien existing on any asset Liens for taxes, assessments or similar charges, incurred in the ordinary course of any corporation at the time such corporation becomes a Subsidiary business that are not yet due and not created payable or that are being contested in contemplation of such eventgood faith and with due diligence by appropriate proceedings; (cC) pledges or deposits made in the ordinary course of business to secure payment of workers’ compensation, or to participate in any Lien on any asset securing Debt incurred fund in connection with workers’ compensation, unemployment insurance, old-age pensions or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof. (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company or a Subsidiary and not created in contemplation of such eventother social security programs; (eD) any Lien existing on any asset prior to Liens of mechanics, materialmen, warehousemen, carriers or other like liens, securing obligations incurred in the acquisition thereof by the Company or a Subsidiary ordinary course of business that are not yet due and not created in contemplation of such acquisitionpayable; (fE) any Lien on assets good faith pledges or capital stock deposits made in the ordinary course of Minor Subsidiaries which secures Debt business to secure performance of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments bids, tenders, contracts ("Joint Ventures"), but other than for the payment repayment of which Debt no other recourse may be had to borrowed money) or leases, not in excess of twenty percent (20%) of the Company or any Subsidiaries ("Limited Recourse Debt")aggregate amount due thereunder, or any Lien on equity interests to secure statutory obligations, or surety, appeal, indemnity, performance or other similar bonds required in a Joint Venture securing Limited Recourse Debt the ordinary course of such Joint Venturebusiness; (gF) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that (i) such Debt is not increased and is not secured by any additional assets, and (ii) the amount of such Debt secured by any such Lien is not increased; (hG) Liens arising in the ordinary course encumbrances consisting of business which (i) do not secure Debtzoning restrictions, (ii) do not secure any obligation in an amount exceeding $50,000,000 and (iii) do not in the aggregate materially detract from the value of its assets easements or materially impair other restrictions on the use thereof of real property, none of which materially impairs the use of such property by Borrowers in the operation of its business, and none of which is violated in any material respect by existing or proposed restrictions on land use; (H) any Lien on Margin Stock; (I) Liens upon a property and the revenues, rents and receipts therefrom securing Long Term Limited Recourse Mortgage Loans the proceeds of which were used to acquire or refinance the Debt which funded the acquisition of such Property; and (iJ) Liens not otherwise permitted by securing the Administrative Agent and the Banks created or arising under the Loan Documents. Notwithstanding anything contained in addition this Section 5.11 to the foregoing clauses contrary, no Loan Party or any Subsidiary of this Section securing Debt a Loan Party will create, assume or suffer to exist any Lien on the Collateral except Permitted Liens and the Liens in an aggregate principal amount at any time outstanding not to exceed $750,000,000favor of the Secured Parties under the Collateral Documents.

Negative Pledge. Neither the Company No Loan Party nor the Borrower will, and the Company will not permit any Subsidiary to, of a Loan Party will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement encumbering assets (other than Collateral) securing Debt outstanding on the date of this Agreement Agreement, in an aggregate each case as described and in the principal amount not exceeding $265,000,000amounts set forth on Schedule 5.14; (b) any Lien existing on any asset Liens for taxes, assessments or similar charges, incurred in the ordinary course of any corporation at the time such corporation becomes a Subsidiary business that are not yet due and not created payable or that are being contested in contemplation of such eventgood faith and with due diligence by appropriate proceedings; (c) pledges or deposits made in the ordinary course of business to secure payment of workers’ compensation, or to participate in any fund in connection with workers’ compensation, unemployment insurance, old-age pensions or other social security programs which in no event shall become a Lien on prior to any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof.Collateral Documents; (d) Liens of mechanics, materialmen, warehousemen, carriers or other like liens, securing obligations incurred in the ordinary course of business that: (1) are not yet due and payable and which in no event shall become a Lien prior to any Collateral Documents; or (2) are being contested diligently in good faith pursuant to appropriate proceedings and with respect to which the Loan Party has established reserves reasonably satisfactory to the Administrative Agent and Required Lenders and which in no event shall become a Lien on prior to any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company or a Subsidiary and not created in contemplation of such eventCollateral Documents; (e) any good faith pledges or deposits made in the ordinary course of business to secure performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, not in excess of ten percent (10%) of the aggregate amount due thereunder, or to secure statutory obligations, or surety, appeal, indemnity, performance or other similar bonds required in the ordinary course of business which in no event shall become a Lien existing on any asset prior to the acquisition thereof by the Company or a Subsidiary and not created in contemplation of such acquisitionany Collateral Document; (f) any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venture; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that (i) such Debt is not increased and is not secured by any additional assets, and (ii) the amount of such Debt secured by any such Lien is not increased; (hg) Liens arising in the ordinary course encumbrances consisting of business which (i) do not secure Debtzoning restrictions, (ii) do not secure any obligation in an amount exceeding $50,000,000 and (iii) do not in the aggregate materially detract from the value of its assets easements or materially impair other restrictions on the use thereof of real property, none of which materially impairs the use of such property by Borrower in the operation of its business, and none of which is violated in any material respect by existing or proposed restrictions on land use; (h) any Lien on Margin Stock; (i) any Lien imposed as a result of a taking under the exercise of the power of eminent domain by any governmental body or by any Person acting under governmental authority; (j) Liens securing reasonable and customary fees of banks and other depository institutions on Cash and Cash Equivalents held on deposit with such banks and institutions; provided that such Liens are subordinated to the Liens described in Section 5.14(l); (k) [Intentionally omitted]; (l) Liens securing the Administrative Agent and the Secured Parties created or arising under the Loan Documents; and (m) Liens securing Debt permitted under Section 5.31(d), provided that (i) such Liens do not otherwise permitted by and in addition to the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding encumber any property other than property financed by such Debt, (ii) the Debt secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition, and (iii) such Liens attach to exceed $750,000,000such property concurrently with or within ninety (90) days after the acquisition thereof. Notwithstanding anything contained in this Section 5.14 to the contrary, no Loan Party or any Subsidiary of a Loan Party will create, assume or suffer to exist any Lien on the Collateral except the Liens in favor of the Secured Parties under the Collateral Documents and the Permitted Encumbrances.

Negative Pledge. Neither the Company nor the Borrower will, and the Company any Restricted Subsidiary will not permit any Subsidiary to, create, assume or suffer to exist (i) any Lien on any capital stock or other ownership interest of any Restricted Subsidiary now owned or hereafter acquired by it or any Lien on any option, warrant or other right to acquire any capital stock or other ownership interest of any Restricted Subsidiary now owned or hereafter acquired by it, other than those described in Part A of Schedule III or (ii) any Lien on any other asset now owned or hereafter acquired by it, exceptexcept for the following Liens on assets not referred to in the foregoing clause (i) of this Section: (a) Liens existing on the date of this Agreement Agreement, securing Debt outstanding and other obligations (including contractual obligations) existing on the date of this Agreement and, except in an aggregate principal amount not exceeding $265,000,000the case of inchoate operator's Liens, described in Part B of Schedule III hereto; (b) any Lien existing (i) on any Non-Restricted Asset securing only Non-Restricted Asset Non-Recourse Debt of the Company or any Restricted Subsidiary or (ii) on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such eventVirginia Indonesia Company, Virginia International Company or Union Texas East Kalimantan Limited securing Joint Venture Debt; (c) mechanics', materialmen's, carriers' and other statutory Liens, but only if arising, and only so long as continuing, in the ordinary course of business; or deposits or pledges to obtain the release of any Lien on any asset securing Debt incurred such Lien; or assumed for easements, encroachments or other title defects which do not materially detract from the purpose value of financing all its assets or any part materially impair the use thereof in the operation of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof.its business; (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company or a Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venture; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assets; (h) Liens arising in the ordinary course of its business which (i) do not secure Debt, (ii) do not secure any obligation in an amount exceeding $50,000,000 15,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; and; (ie) Liens on any interest in a Partnership arising under any agreement creating or governing such Partnership (including Unimar) and securing only obligations of the members of such Partnership to make Investments in such Partnership; (f) Liens arising under any customary provision of any joint operating agreement or similar agreement relating to the exploration, production, development or transportation of oil and gas; (g) Liens not otherwise permitted by and in addition to the foregoing clauses of this Section on assets (other than any of the Restricted Assets) securing Debt in an aggregate principal amount at any time outstanding not to exceed $750,000,00020,000,000; (h) any Lien securing the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by the foregoing subsection (a) of this Section; provided that such Debt is not increased from the lesser of the amount of such Debt set forth on Schedule III hereto or the amount of such Debt outstanding immediately prior to such refinancing, extension, renewal or refunding, and such Lien does not cover any property that is not described on Schedule III hereto as securing such Debt; and (i) Liens in favor of third parties on cash, treasury securities and other property deposited in margin accounts relating to, or otherwise delivered as collateral for any obligation of the Company or any Subsidiary under, contracts of the Company or any Subsidiary evidencing any Derivative Transaction or other hedge obligation; provided, that the aggregate Fair Market Value of all such cash, treasury securities and other property subject to such Liens shall not exceed from time to time $15,000,000.

Negative Pledge. Neither the Company nor the Borrower will, and the Company will not permit any Subsidiary to, create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement Closing Date and listed in an aggregate principal amount not exceeding $265,000,000Schedule 5.07; (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset of the Company or any of its Subsidiaries (other than the Borrower) (each, a "Purchase Money Obligor") securing Purchase Money Debt incurred or assumed for by such Purchase Money Obligor in connection with the purpose purchase of financing all or such asset (but not any part of the cost of acquiring such asset, other Purchase Money Obligor) and permitted under Section 5.12; provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof.incurrence of such Purchase Money Debt; (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company or a Subsidiary (to the extent any such merger or consolidation is permitted under Section 5.08(a)) and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company or a Subsidiary (to the extent such acquisition is permitted under this Agreement) and not created in contemplation of such acquisition; (f) any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venture; (g) any Lien (other than Liens on the Collateral) arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, ; provided that such Debt is not increased and is not secured by any additional assetsassets and the refinancing, replacement, extension, renewal or refunding of any such Debt is permitted pursuant to Section 5.12; (hx) Liens arising in the ordinary course of business which (i) do not secure Debt, (ii) do not secure any obligation in an amount exceeding $50,000,000 100,000,000 and (iii) do not in the aggregate materially detract from the value of its the grantor's assets or materially impair the use thereof in the operation of its business, and (y) Liens not described in clause (x) on cash and cash equivalents and securities (other than the Collateral) which Liens secure any obligation with respect to letters of credit or surety bonds, which obligation in each case does not exceed $100,000,000; (i) (i) Liens ("Facility Liens") on the Collateral pursuant to the Collateral Documents securing Debt under this Agreement, (ii) junior Liens on the Collateral securing the Existing Notes so long as the Liens described in this clause (ii) shall be junior and subordinated to the Facility Liens, as provided in the QSC Notes Security and Pledge Agreement (or on other terms and conditions reasonably approved by the Administrative Agent), (iii) Liens on (x) the Collateral securing Permitted QSC Junior Lien Debt (including pursuant to clause (x) of the last sentence of Section 5.12) and (y) on any Collateral (other than the Corp. Equity Collateral) securing Permitted QSC Senior Unsecured Debt (including pursuant to clause (x) of the last sentence of Section 5.12), so long as the Liens described in this clause (iii) shall, in each case, be junior and subordinated to the Facility Liens (A) as provided in the QSC Notes Security and Pledge Agreement, with respect to any obligation designated as "Additional Pari Passu Secured Obligations" under (and as defined in) the QSC Notes Security and Pledge Agreement, (B) as provided in the New QSC Security and Pledge Agreement or (C) on other terms and conditions satisfactory to the Administrative Agent), (iv) Liens securing Permitted QSC Senior Secured Debt (including pursuant to clause (x) of the last sentence of Section 5.12) which are secured equally and ratably with the Facility Liens on terms and conditions reasonably approved by the Administrative Agent, and (v) Liens on the Collateral securing Revolver Cash Management Obligations or Hedging Obligations (each as defined in the Security and Pledge Agreement) pursuant to the Security and Pledge Agreement (in each case, it being understood that monetary obligations under or related to any such Debt (but not constituting Debt) may be secured by Liens securing such related Debt pursuant to this subsection (i)); (j) Liens on any assets of any Subsidiary of the Company other than the Borrower or a Corp. Company; and (ik) Liens (other than Liens on any Collateral) not otherwise permitted by and in addition to the foregoing clauses of this Section 5.07 securing Debt in an aggregate principal amount at any time outstanding not to exceed $750,000,000permitted under Section 5.12 (and on terms permitted under Section 5.12).

Negative Pledge. Neither the Company nor the Borrower will, and the Company will not permit any Subsidiary to, create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $265,000,000; (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof.; (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company or a Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venture; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assets; (h) Liens arising in the ordinary course of business which (i) do not secure Debt, (ii) do o not secure any obligation in an amount exceeding $50,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; and and (ivi) Liens not otherwise permitted by and in addition to the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $750,000,000.

Negative Pledge. Neither the Company nor the Borrower willThe Guarantor will not, and the Company will not permit any Restricted Subsidiary to, create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens any Lien existing on any asset on the date of this Agreement hereof securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $265,000,000such date; (b) any Lien existing on any asset of of, or capital stock of, or other ownership interest in, any corporation Person (such capital stock and other ownership interests are collectively referred to herein as "STOCK") at the time such corporation Person becomes a Subsidiary and Restricted Subsidiary, which Lien was not created in contemplation of such event; (c) any Lien on any asset securing the payment of all or part of the purchase price of such asset upon the acquisition thereof by the Guarantor or a Restricted Subsidiary or securing Debt (including any obligation as lessee incurred under a capital lease) incurred or assumed by the Guarantor or a Restricted Subsidiary prior to, at the time of or within one year after such acquisition (or in the case of real property, the completion of construction (including any improvements on an existing property) or the commencement of full operation of such asset or property, whichever is later), which Debt is incurred or assumed for the purpose of financing all or any part of the cost of acquiring such assetasset or, provided in the case of real property, construction or improvements thereon; PROVIDED, that in the case of any such acquisition, construction or improvement, the Lien attaches shall not apply to such any asset concurrently with theretofore owned by the Guarantor or within 180 days after the acquisition thereof.a Restricted Subsidiary, other than assets so acquired, constructed or improved; (d) any Lien existing on any asset or Stock of any corporation existing Person at the time such corporation Person is merged or consolidated with or into the Company Guarantor or a Restricted Subsidiary and which Lien was not created in contemplation of such event; (e) any Lien existing on any asset prior to or Stock of any Person at the time of acquisition thereof by the Company Guarantor or a Subsidiary and Restricted Subsidiary, which Lien was not created in contemplation of such acquisition; (f) any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venture; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding refinancing of any Debt secured by any Lien permitted by any of the foregoing clauses subsections (a) through (e) of this SectionSection 5.10, provided that such 36 PROVIDED the principal amount of Debt is not increased and is not secured by any additional assets, except as provided in the last sentence of this Section 5.10; (g) any Lien to secure Permitted Nonrecourse Debt; (h) any Lien to secure Debt of a Restricted Subsidiary to the Guarantor or to a Wholly-Owned Consolidated Restricted Subsidiary; (i) any Lien created pursuant to a Permitted Receivables Transaction; (j) any Lien in favor of any country (or any department, agency, instrumentality or political subdivision of any country) securing obligations arising in connection with partial, progress, advance or other payments pursuant to any contract, statute, rule or regulation or securing obligations incurred for the purpose of financing all or any part of the purchase price (including the cost of installation thereof or, in the case of real property, the cost of construction or improvement or installation of personal property thereon) of the asset subject to such Lien (including, but not limited to, any Lien incurred in connection with pollution control, industrial revenue or similar financings); (k) Liens arising in the ordinary course of its business which (i) do not secure Debt, (ii) do not secure any single obligation in an amount exceeding $50,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; and (il) Liens not otherwise permitted by and in addition to the foregoing clauses (a) through (k) of this Section 5.10 securing Debt (without duplication) in an aggregate principal amount at any time outstanding not to exceed an amount equal to the greater of (i) $750,000,000300,000,000 or (ii) 3% of Consolidated Tangible Assets. It is understood that any Lien permitted to exist on any asset pursuant to the foregoing provisions of this Section 5.10 may attach to the proceeds of such asset and, with respect to Liens permitted pursuant to subsections (a), (b), (d), (e), (f) (but only with respect to the refinancing of a Debt secured by a Lien permitted pursuant to subsections (a), (b), (d) or (e)) of this Section 5.10, may attach to an asset acquired in the ordinary course of business as a replacement of such former asset.

Negative Pledge. Neither the Company nor the Borrower will, (a) No Obligor shall (and the Company will not shall ensure that no Material Subsidiary will) create or permit to subsist any Security over any of its assets. (b) No Obligor shall (and the Company shall ensure that no Material Subsidiary towill): (i) sell, create, assume transfer or suffer otherwise dispose of any of its assets on terms whereby they are or may be leased to exist any Lien on any asset now owned or hereafter re-acquired by itan Obligor or any other member of the Group; (ii) sell, excepttransfer 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 do not apply to: (ai) Liens existing on any Security listed in Schedule 7 (Existing Security) except to the extent the principal amount secured by that Security exceeds the amount stated in that Schedule; (ii) any netting or set-off arrangement entered into by an Obligor or a Material Subsidiary in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances; (iii) any lien arising by operation of law and in the ordinary course of trading; (iv) any Security over or affecting any asset acquired by an Obligor or a Material Subsidiary after the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $265,000,000;if: (bA) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and Security was not created in contemplation of such eventthe acquisition of that asset by that Obligor or Material Subsidiary; (cB) the principal amount secured has not been increased in contemplation of or since the acquisition of that asset by that Obligor or Material Subsidiary; and (C) the Security is removed or discharged within 6 months of the date of acquisition of such asset; (v) any Lien on any asset securing Debt incurred Security over or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof. (d) any Lien on affecting any asset of any corporation existing at company which becomes a Material Subsidiary after the time such corporation date of this Agreement, where the Security is merged or consolidated with or into created prior to the Company or date on which that company becomes a Subsidiary and member of the Group, if: (A) the Security was not created in contemplation of such eventthe acquisition of that company; (eB) any Lien existing on any asset prior to the acquisition thereof by the Company or a Subsidiary and principal amount secured has not created increased in contemplation of such acquisitionor since the acquisition of that company; and (C) the Security is removed or discharged within 6 months of that company becoming a Material Subsidiary; (fvi) any Lien on assets title transfer or capital stock retention of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries title arrangement entered into by an Obligor or a Material Subsidiary in which the Company or any normal course of its Subsidiaries has made investments ("Joint Ventures"), but for trading activities on the payment of which Debt no other recourse may be had to the Company counterparty’s standard or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Ventureusual terms; (gvii) any Lien arising out of Security which has been approved by the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assetsMajority Lenders; (hviii) Liens any Security arising on any goods or related documents of title arising in the ordinary course of business in favour of any bank or other financial institution in connection with the raising of finance directly in connection with the purchase of such goods; (ix) any transaction falling within paragraph (b)(i) above: (A) to the extent that the aggregate consideration received for the relevant asset, together with all previous assets sold, transferred or disposed of does not exceed €125,000,000, or its equivalent in other currencies; or (B) if the consideration received for the relevant asset sold, transferred or disposed of, when aggregated with the consideration received for all previous assets sold, transferred or disposed of, exceeds €125,000,000 or its, equivalent in other currencies: (1) all or part of the Available Facilities is, within 15 Business Days, cancelled in accordance with Clause 10.3 (Voluntary cancellation) and/or (at the Company’s discretion) (2) all or part of the Loans then outstanding are, on or before the end of the then current Interest Period (or if such Interest Period ends within 10 Business Days, the next succeeding Interest Period), prepaid in accordance with Clause 10.4 (Voluntary prepayment) (in which case the amount so prepaid shall not be available for redrawing and the Commitments shall be reduced accordingly) and the aggregate amount (in the Base Currency) so cancelled and/or prepaid is not less than the amount of the excess consideration over €125,000,000 detailed in paragraph (A) above; (x) any Security not falling within paragraphs (i) do not secure Debtto (ix) above, (ii) do not secure any obligation in an amount exceeding $50,000,000 and (iii) do not in provided that the aggregate materially detract from the value amount of its assets or materially impair the use thereof in the operation of its businessindebtedness secured by all Security falling within this paragraph shall not, at any time, exceed €100,000,000; and (xi) any Security for the sole purpose of extending, renewing or replacing in whole or in part indebtedness secured by any Security referred to in the foregoing paragraphs (i) Liens not otherwise permitted by and to (x), inclusive, or in addition to this paragraph (xi), provided that the foregoing clauses of this Section securing Debt in an aggregate principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at any the time outstanding not of such extension, renewal or replacement, and that such extension, renewal or replacement shall be limited to exceed $750,000,000all or part of the property which secured the Security so extended, renewed or replaced.

Negative Pledge. Neither So long as any of the Company nor Covered Bonds, Receipts or Coupons remains outstanding the Borrower will, and the Company Issuer undertakes that it will not permit and that it will procure that none of its Subsidiaries will create or have outstanding any Subsidiary tomortgage, createcharge, assume pledge, lien or suffer other security interest (each a Security Interest) (other than a Permitted Security Interest) upon the whole or any part of its undertaking, assets or revenues (including any uncalled capital), present or future, in order to exist secure any Lien on Relevant Indebtedness (as defined below) or to secure any asset now owned guarantee of or hereafter acquired indemnity in respect of any Relevant Indebtedness unless (a) all amounts payable by itit under the Covered Bonds, exceptReceipts and Coupons are equally and rateably secured therewith by such Security Interest or (b) such other Security Interest or other arrangement (whether or not it includes the giving of a Security Interest) is provided as shall be approved by an Extraordinary Resolution (as defined in the Representative and Agency Agreement) of the Covered Bondholders. For the purposes of these Terms and Conditions: (a) Liens existing on recourse to such borrower for amounts limited to the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $265,000,000;cash flow or net cash flow (other than historic cash flow or historic net cash flow) from a Specified Asset; and/or (b) recourse to such borrower for the purpose only of enabling amounts to be claimed in respect of such Relevant Indebtedness in an enforcement of any Lien existing encumbrance given by such borrower over a Specified Asset or the income, cash flow or other proceeds deriving therefrom (or given by a shareholder or the like in the borrower over its shares or the like in the capital of the borrower) to secure such Relevant Indebtedness, provided that (i) the extent of such recourse to such borrower is limited solely to the amount of any recoveries made on any asset such enforcement, and (ii) such person or persons is/are not entitled, by virtue of any corporation at right or claim arising out of or in connection with such Relevant Indebtedness, to commence proceedings for the time such corporation becomes a Subsidiary and not created in contemplation winding up or dissolution of the borrower or to appoint or procure the appointment of any receiver, trustee or similar person or officer in; respect of the borrower or any of its assets (save for the assets the subject of such event;encumbrance); and/or (c) any Lien on any asset securing Debt incurred recourse of such borrower generally, or assumed for directly or indirectly to the purpose of financing all Issuer or any part Subsidiary, under any form of the cost assurance, undertaking or support, which recourse is limited to a claim for damages (other than liquidated damages and damages required to be calculated in a specified way) for breach of acquiring such asset, provided that such Lien attaches an obligation (not being a payment obligation or an obligation to such asset concurrently procure payment by another or an indemnity in respect thereof or any obligation to comply or to procure compliance by another with any financial ratios or within 180 days after the acquisition thereof. (dother tests of financial condition) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company or a Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company or a Subsidiary and not created in contemplation of person against which such acquisitionrecourse is available; (f) any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venture; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assets; (h) Liens arising in the ordinary course of business which (i) do not secure Debt, (ii) do not secure any obligation in an amount exceeding $50,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; and (i) Liens not otherwise permitted by and in addition to the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $750,000,000.

Negative Pledge. Neither the Company nor the Borrower will, and the Company will not permit any Subsidiary to, will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $265,000,00060,000,000 (exclusive of Liens permitted by clause (h) of this Section); (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof.; (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company or a Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venture; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assets; (hg) Liens not otherwise permitted by the foregoing clauses of this Section arising in the ordinary course of its business which (i) do not secure Debt, (ii) do not secure any obligation in an amount exceeding the greater of $50,000,000 20,000,000 or 10% of Consolidated Tangible Net Worth and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof of the assets subject thereto in the operation of the business of the Company and its businessSubsidiaries; andor (ih) Liens not otherwise permitted by and in addition to the foregoing clauses of this Section securing Debt or interest rate and currency swaps in an aggregate principal amount, notional principal and final exchange amount at any time outstanding not to exceed $750,000,00010% of Consolidated Tangible Net Worth.

Negative Pledge. Neither the Company a Credit Party nor the Borrower will, and the Company will not permit any Subsidiary to, will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date Effective Date and listed on Schedule 5.9 hereto; provided that such Liens shall not apply to any other property or assets of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $265,000,000such Credit Party or its Subsidiaries; (b) any Lien existing on any asset of any corporation Person at the time such corporation Person becomes a Subsidiary and not created in contemplation of such event, so long as such Lien does not attach to any other asset of such Subsidiary; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches only to such asset acquired and attaches concurrently with or within 180 ninety (90) days after the acquisition thereof.; (d) any Lien on any asset of any corporation Person existing at the time such corporation Person is merged or consolidated with or into the Company a Credit Party or a its Subsidiary and not created in contemplation of such event, so long as such Lien does not attach to any other asset of such Credit Party or its Subsidiaries; (e) any Lien existing on any asset prior to the acquisition thereof by the Company a Credit Party or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venture; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that the amount of such Debt is not increased and is not secured by any additional assets; (hg) Liens arising in the ordinary course of its business which (i) do not secure DebtDebt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding U.S. $50,000,000 5,000,000 and (iii) do not in the aggregate materially detract from the value of its the assets secured or materially impair the use thereof in the operation of such Credit Party or Subsidiary’s business; (h) Liens arising in connection with Qualified Securitization Transactions; (i) Liens securing Debt permitted under Section 5.14(iv) hereof; (j) Liens incurred or deposits or pledges (1) made in the ordinary course of business (i) in connection with workers’ compensation, unemployment insurance and other types of social security, (ii) to secure the payment or performance of tenders, statutory or regulatory obligations, bids, leases, contracts (including contracts to provide customer care services, billing services, transaction processing services and other services), performance and return of money bonds and other similar obligations,including letters of credit and bank guarantees required or requested by the United States, any State thereof or any foreign government or any subdivision, department, agency, organization or instrumentality of any of the foregoing in connection with any contract or statute (exclusive of obligations for the payment of borrowed money), or (iii) to cover anticipated costs of future redemptions of awards under loyalty marketing programs; or (2) required or requested by any regulatory authority having jurisdiction over any Insured Subsidiary in favor of any such regulatory authority or its businessnominee or made to comply or maintain compliance with Section 5.15 or any plan, memorandum or agreement with, or any order, request or directive from, any such regulatory authority; and (ik) Liens not otherwise permitted by and in addition to the foregoing clauses of this Section 5.9 securing Debt or other obligations in an aggregate principal or face amount at any time outstanding date not to exceed $750,000,000400,000,000. In each case set forth above, notwithstanding any stated limitation on the assets that may be subject to such Lien, a Lien on a specified asset or group or type of assets may include Liens on all improvements, additions and accessions thereto and all products and proceeds thereof.

Negative Pledge. Neither the Company nor (a) The Parent and the Borrower willshall not, and the Company will shall not permit any other Loan Party or any other Subsidiary to, create, assume assume, or suffer to exist incur any Lien (other than Permitted Liens and Liens on assets of an Excluded Subsidiary securing the Indebtedness which causes such Subsidiary to be an Excluded Subsidiary) upon any asset of its properties, assets, income or profits of any character whether now owned or hereafter acquired by itif immediately prior to the creation, except: (a) Liens existing on the date assumption or incurring of this Agreement securing Debt outstanding on the date such Lien, or immediately thereafter, a Default or Event of this Agreement Default is or would be in an aggregate principal amount not exceeding $265,000,000;existence. (b) The Parent and the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, enter into, assume or otherwise be bound by any Negative Pledge except for a Negative Pledge contained in any agreement (i)(x) evidencing Indebtedness which the Parent, the Borrower, such other Loan Party or such Subsidiary may create, incur, assume, or permit or suffer to exist under Section 10.3, (y) which Indebtedness is secured by a Lien existing on any asset permitted to exist, and (z) which prohibits the creation of any corporation at other Lien on only the time property securing such corporation becomes Indebtedness as of the date such agreement was entered into; (ii) consisting of customary provisions in leases and other contracts restricting the assignment thereof; (iii) relating to the sale of a Subsidiary and not created or assets pending such sale, provided that in contemplation any such case the Negative Pledge applies only to the Subsidiary or the assets that are the subject of such event;sale; (iv) that evidences Unsecured Indebtedness which contains restrictions on encumbering assets that are substantially similar to, or less restrictive than, those restrictions contained in the Loan Documents or (v) governing a joint venture and applicable solely to the assets or Equity Interests of such joint venture. (c) The Parent and the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (ii) pay any Indebtedness owed to the Parent, the Borrower or any other Subsidiary; (iii) make loans or advances to the Parent, the Borrower or any other Subsidiary; or (iv) transfer any of its property or assets to the Parent, the Borrower or any other Subsidiary, except for any such encumbrances or restrictions, (A) contained in agreements relating to the sale of a Subsidiary or assets pending such sale, or relating to Indebtedness secured by a Lien on any asset securing Debt incurred assets that the Borrower or assumed for the purpose of financing all such Subsidiary may create, incur, assume, or any part of the cost of acquiring such assetpermit or suffer to exist under Sections 10.3 and 10.6(a), provided that in any such Lien attaches case the encumbrances and restrictions apply only to such asset concurrently with the Subsidiary or within 180 days after the acquisition thereof. (d) any Lien on any asset of any corporation existing at assets that are the time such corporation is merged or consolidated with or into the Company or a Subsidiary and not created in contemplation subject of such event; sale or Lien, as the case may be, (eB) set forth in the organizational documents or other agreements binding on or applicable to any Lien existing on Excluded Subsidiary or any asset prior Subsidiary that is not a Wholly Owned Subsidiary (but only to the acquisition thereof by extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the Company property or a Subsidiary and not created in contemplation assets of such acquisition; Subsidiary), (fC) contained in an agreement that governs an Investment in an Unconsolidated Affiliate (but only to the extent such encumbrance or restriction covers any Lien on assets Equity Interest in such Unconsolidated Affiliate) or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries (D) in which any other agreement (1) evidencing Unsecured Indebtedness that the Company Borrower, any other Loan Party or any of its Subsidiaries has made investments other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt")2) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of less restrictive than, such Joint Venture; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased encumbrances and is not secured by any additional assets; (h) Liens arising restrictions set forth in the ordinary course of business which (i) do not secure Debt, (ii) do not secure any obligation in an amount exceeding $50,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; and (i) Liens not otherwise permitted by and in addition to the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $750,000,000Loan Documents.

Negative Pledge. Neither except with the Company nor prior written consent of the Borrower willLender, such consent not to be unreasonably withheld, so long as the Facility or any part thereof remains outstanding, it shall not and it shall procure that none of its Principal Subsidiaries shall, create or permit to subsist or to be created any Security where such Security is given, or is intended to be given, to secure the Company will indebtedness of the Borrower, over the whole or any substantial part of its or their respective assets or properties, present or future, provided this restriction shall not permit any Subsidiary apply to, create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (ai) Liens existing any Subsidiary, associated company or other entity in which the Borrower or any of its Principal Subsidiaries has an interest respectively whose shares or units are listed on any stock exchange ("Listed Entities") and any Subsidiary, associated company or other entity in which the Borrower or any of its Principal Subsidiaries has an interest respectively of such Listed Entities; (ii) any Security over any shares or units in any Listed Entities and any Subsidiary, associated company or other entity in which the Borrower or any of its Principal Subsidiaries has an interest respectively of such Listed Entities; (iii) any Security subsisting over its or their respective shares, units, capital commitments, assets and properties as at the date of this Agreement; (iv) any Security subsisting over its or their respective shares, units, capital commitments, assets and properties acquired after the date of this Agreement; (v) in the case of any company, trust, fund or entity which becomes a Subsidiary, associated company or any entity in which the Borrower or any of its Principal Subsidiaries has an interest respectively after the date of this Agreement, any Security subsisting on or over its shares, units, capital commitments, assets and properties when it becomes a Subsidiary, associated company or any entity in which the Borrower or any of its Principal Subsidiaries has an interest respectively, and any Security over the shares, units, capital commitments, assets and properties acquired by it before the date of this Agreement; (vi) any Security over any real property, including the income therefrom, acquired or developed or redeveloped after the date of this Agreement securing Debt outstanding on for the purpose of financing that acquisition or development or redevelopment; (vii) any Security over any shares or interests, as the case may be, in a Subsidiary, associated company, trust, fund or entity of the Borrower acquired or invested in after the date of this Agreement in an aggregate principal amount not exceeding $265,000,000; (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof. (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company or a Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company or a Subsidiary and not created in contemplation of such acquisition; (fviii) any Lien on Security over any units, capital commitments, assets and properties acquired after the date of this Agreement by the Borrower or capital stock any Subsidiary, associated company, trust, fund or entity of Minor Subsidiaries which secures Debt the Borrower for the purpose of Persons which are not Consolidated Subsidiaries financing that acquisition; (ix) any Security over the shares or interests, as the case may be, in and assets and properties of CDL Properties Ltd and Land Equity Development Pte Ltd; (x) any Security over the shares or interests, as the case may be, in and assets and properties owned by Lingo Enterprises Limited; (xi) any Security over any real property present or future for the purpose of development or redevelopment by a trust, fund, joint venture, joint venture company or other entity in which the Company Borrower and/or its Subsidiaries have an interest (whether through the holding of shares, units, capital commitments or on the basis of the aggregated development cost, including cost of land or otherwise); (xii) any Security over any assets or properties located outside Singapore; (xiii) any Security over any shares, units or capital commitments in any company, trust, fund or other similar entity established outside Singapore; (xiv) any Security created over any assets and properties acquired by the Borrower or any of its Principal Subsidiaries has made investments ("Joint Ventures"), but or developed or redeveloped by the Borrower or any of its Principal Subsidiaries after the date of this Agreement for the payment purpose of which Debt no other recourse may be had to the Company refinancing that acquisition or any Subsidiaries ("Limited Recourse Debt"), development or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Ventureredevelopment; (gxv) any Lien arising out Security created or subsisting with the prior consent in writing of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assets; (h) Liens arising in the ordinary course of business which (i) do not secure Debt, (ii) do not secure any obligation in an amount exceeding $50,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its businessLender; and (xvi) any Security for the purpose of refinancing, for the full value of the shares, interests, units, capital commitments, assets and properties referred to in paragraphs (i) Liens not otherwise permitted by and in addition to the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $750,000,000.(xv);

Negative Pledge. Neither the Company Borrower nor the Borrower will, and the Company any Consolidated Subsidiary will not permit any Subsidiary to, create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $265,000,00040,000,000; (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such eventConsolidated Subsidiary; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part 49 55 of the cost of acquiring such assetasset (including an asset to be held pursuant to a capital lease), provided that such Lien attaches to such asset concurrently with or within 180 90 days after the acquisition thereof.; (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company Borrower or a Subsidiary and not created in contemplation of such eventConsolidated Subsidiary; (e) any Lien existing on any asset prior to the acquisition thereof by the Company Borrower or a Consolidated Subsidiary and not created in contemplation of such acquisition; (f) any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venture; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assets; (hg) Liens arising in the ordinary course of its business which (i) do not secure Debt, (ii) do not secure any single obligation in an amount exceeding $50,000,000 75,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (h) any purchase money mortgages and Liens created in respect of property acquired pursuant to Investments made after the date of this Agreement in specialty chemical businesses located outside North America and Western Europe, provided that (i) no such mortgage or Lien shall extend to or cover any other property of the Borrower or any Consolidated Subsidiary and (ii) the aggregate principal amount of all liabilities secured by all mortgages and Liens in respect of such property (whether or not the Borrower or any Consolidated Subsidiary assumes or becomes liable for such liabilities) shall not at any time exceed 100% of the purchase price of such property; and (i) Liens not otherwise permitted by and in addition to the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $750,000,000.Lien on Margin Stock;