Common use of Additional Secured Obligations Clause in Contracts

Additional Secured Obligations. (a) Any Lien Grantor may from time to time designate any indebtedness constituting a Capital Markets Event as an additional Secured Obligation by delivering to the Collateral Agent a certificate signed by a financial officer that (i) identifies such indebtedness and the material terms thereof and (ii) states that the obligations thereunder are designated as Secured Obligations; provided that no such designation shall be effective unless and until, and solely to the extent that, the commitments under the Credit Agreements shall have been reduced and the loans outstanding thereunder shall have been repaid, in each case to the extent required by the terms of the Credit Agreements as a result of such Capital Markets Event ; provided further that if a designation of indebtedness constituting a Capital Markets Event shall have been made pursuant to (and in accordance with the terms of) (x) Section 22(b) of the U.S. Security Agreement or (y) Section 21(b) of the Canadian Security Agreement, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien Grantor. (b) Any Lien Grantor that is a Material Subsidiary of NNL may from time to time designate any indebtedness for borrowed money (other than indebtedness constituting a Capital Markets Event) owed by any Material Subsidiary of NNL or NNI to any Bank or any wholly-owned subsidiary of any Bank or any other financial institution and outstanding on December 20, 2001 or incurred pursuant to a commitment to extend credit in effect on such date or any extensions, renewals, replacements and refinancings thereof as an additional Secured Obligation by delivering to the Collateral Agent a certificate signed by a financial officer that (i) identifies such indebtedness and the material terms thereof and (ii) states that the obligations thereunder are designated as Secured Obligations; provided that the aggregate amount of indebtedness (without duplication) designated as "Designated Bank Debt" under this Agreement and any other security or guarantee document entered into by NNL, NNI and their Material Subsidiaries for the benefit of the Secured Parties will not exceed $300,000,000 in aggregate principal amount; provided further that if a designation of indebtedness for borrowed money shall have been made pursuant to (and in accordance with the terms of) (x) Section 22(c) of the U.S. Security Agreement or (y) Section 21(c) of the Canadian Security Agreement, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien Grantor.

Additional Secured Obligations. (a) Any Lien Grantor may from If at any time Navistar Financial desires to time designate any indebtedness constituting a Capital Markets Event of its proposed or existing Indebtedness or other obligations as an additional Additional Secured Obligation by delivering for purposes hereof (other than any Additional Short-Term Debt), Navistar Financial shall deliver to the Collateral Trustee (and concurrently deliver to the Administrative Agent for distribution to each of the Lenders) a certificate signed by a financial officer Responsible Officer which shall (x) identify such proposed or existing Indebtedness or other obligation, (y) certify that the designation thereof as an Additional Secured Obligation is not prohibited by any provision of any Secured Instrument and (z) specify the name and address of the proposed or existing holder or holders of each Additional Secured Obligation so designated or of an Indenture Trustee, agent or other duly authorized representative of such holder or holders designated in accordance with Section 7.11(b). Unless the Trustee (at the written direction of the Administrative Agent) or the Administrative Agent, by no later than the ninth Domestic Business Day following the receipt of such certificate by the Trustee or the Administrative Agent, notifies Navistar Financial that the Required Lenders have determined that such designation is prohibited by the Credit Agreement, such Indebtedness or other obligation shall be, from and after the later of (i) identifies the tenth Domestic Business Day after the receipt of such indebtedness and certificate by the material terms thereof Trustee and (ii) states that the obligations thereunder are designated as incurrence of such Indebtedness or other obligation, an Additional Secured ObligationsObligation for purposes of this Agreement; provided that no in the case of any such designation Indebtedness in a principal amount of $25,000,000 or less, such Indebtedness shall be, from and after the later of (i) the date of the receipt of such certificate by the Trustee and (ii) the incurrence of such Indebtedness, an Additional Secured Obligation for purposes of this Agreement. The proviso to the immediately preceding sentence shall be effective unless and until, and solely applicable during each fiscal year of Navistar Financial only to the extent that, that the commitments under the Credit Agreements shall have been reduced and the loans outstanding thereunder shall have been repaid, in each case to the extent required by the terms aggregate principal amount of the Credit Agreements Indebtedness designated as a result of Additional Secured Obligations during such Capital Markets Event ; provided further that if a designation of indebtedness constituting a Capital Markets Event shall have been made pursuant to (and in accordance with the terms of) (x) Section 22(b) of the U.S. Security Agreement or (y) Section 21(b) of the Canadian Security Agreement, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien Grantorfiscal year does not exceed $100,000,000. (b) Any Lien Grantor that is a Material Subsidiary of NNL may from If at any time Navistar Financial desires to time designate any indebtedness for borrowed money (other than indebtedness constituting a Capital Markets Event) owed by any Material Subsidiary of NNL or NNI to any Bank or any whollyAdditional Short-owned subsidiary of any Bank or any other financial institution and outstanding on December 20, 2001 or incurred pursuant to a commitment to extend credit in effect on such date or any extensions, renewals, replacements and refinancings thereof Term Debt as an additional Additional Secured Obligation by delivering for purposes hereof, Navistar Financial shall deliver to the Collateral Trustee (and concurrently deliver to the Administrative Agent for distribution to each of the Lenders) a certificate signed by a financial officer Responsible Officer which shall (w) state that Navistar Financial proposes to issue commercial paper and/or to incur other Additional Short-Term Debt owing to one or more banks, (x) specify the name and address of each Person acting as a dealer with respect to any such commercial paper, (y) certify that the designation of such Additional Short-Term Debt as an Additional Secured Obligation is not prohibited by any provision of any Secured Instrument and that, after giving effect to the issuance or incurrence thereof, the aggregate amount of the unused commitments under (or, if less, the amount actually available to be borrowed or received in connection with a purchase under) the Credit Agreement, the TRIP Receivables Purchase Agreement and all Permitted Receivables Sales Agreements shall be sufficient (taking into account any scheduled terminations of any such commitments) to provide funds to repay in full at maturity the aggregate outstanding principal or face amount of all Additional Secured Obligations constituting Additional Short-Term Debt and (z) specify the name and address of each bank (other than a Lender) to which any such other Additional Short-Term Debt is owing or proposed to be owing. Such commercial paper (if issued through a dealer so specified) and such other Additional Short-Term Debt (if owing to a Lender or another bank so specified) shall be, from and after the later of (i) identifies the date of the receipt of such indebtedness and certificate by the material terms thereof Trustee and (ii) states that the obligations thereunder are designated as issuance or incurrence thereof, Additional Secured Obligations; provided that the aggregate amount Obligations for purposes of indebtedness (without duplication) designated as "Designated Bank Debt" under this Agreement and any other security or guarantee document entered into by NNL, NNI and their Material Subsidiaries for the benefit of the Secured Parties will not exceed $300,000,000 in aggregate principal amount; provided further that if a designation of indebtedness for borrowed money shall have been made pursuant to (and in accordance with the terms of) (x) Section 22(c) of the U.S. Security Agreement or (y) Section 21(c) of the Canadian Security Agreement, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien Grantor.

Additional Secured Obligations. (a) Any Lien Grantor may from time to time designate any indebtedness constituting a Capital Markets Event ("Designated Capital Markets Debt") as an additional Secured Obligation by delivering to the Collateral Agent a certificate signed by a financial officer that (i) identifies such indebtedness and the material terms thereof and (ii) states that the obligations thereunder are designated as Secured Obligations; provided that no such designation shall be effective unless and until, and solely to the extent that, the commitments under the Credit Agreements shall have been reduced and the loans outstanding thereunder shall have been repaid, in each case to the extent required by the terms of the Credit Agreements as a result of such Capital Markets Event Event; provided further that if a designation of indebtedness constituting a Capital Markets Event shall have been made pursuant to (and in accordance with the terms of) (x) Section 22(b) of the U.S. Security Agreement or (y) Section 21(b) of the Canadian Security Agreement, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien Grantor. (b) Any Lien Grantor that is a Material Subsidiary of NNI or NNL may from time to time designate any indebtedness for borrowed money (other than indebtedness constituting a Capital Markets Event) owed by any Material Subsidiary of NNI or NNL or NNI in either case to any Bank or any wholly-owned subsidiary of any Bank or any other financial institution and outstanding on December 20, 2001 or incurred pursuant to a commitment to extend credit in effect on such date or any extensions, renewals, replacements and refinancings thereof ("Designated Bank Debt") as an additional Secured Obligation by delivering to the Collateral Agent a certificate signed by a financial officer that (i) identifies such indebtedness and the material terms thereof and (ii) states that the obligations thereunder are designated as Secured Obligations; provided that the aggregate amount of indebtedness (without duplication) designated as "Designated Bank Debt" under this Agreement and any other security or guarantee document entered into by NNL, NNI and their respective Material Subsidiaries for the benefit of the Secured Parties will not exceed $300,000,000 in aggregate principal amount; provided further that if a designation of indebtedness for borrowed money shall have been made pursuant to (and in accordance with the terms of) (x) Section 22(c) of the U.S. Security Agreement or (y) Section 21(c) of the Canadian Security Agreement, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien Grantor.

Additional Secured Obligations. (a) Any Lien Grantor may On or after the date hereof and from time to time designate time, upon the compliance by any indebtedness constituting a Capital Markets Event Additional Secured Debtholder with the terms of Section 6.18 of the Collateral Agency Agreement, the Additional Secured Obligations of such Additional Secured Debtholder shall be deemed to be Additional Secured Obligations hereunder. Each Authorized Representative agrees that upon the satisfaction of the provisions of such Section 6.18 of the Collateral Agency Agreement, the Collateral Agent shall act as an additional agent under and subject to the terms of this Agreement and the Collateral Agency Agreement for the benefit of all Secured Obligation Parties, including any Additional Secured Debtholders that hold any such Additional Secured Obligations, and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Collateral Agent as agent for the holders of such Additional Secured Obligations as set forth in the Additional Secured Debt Notice and Joinder Agreement, and the Authorized Representative providing such Additional Secured Debt Notice and Joinder Agreement shall, on behalf of itself and each Additional Secured Debtholder it represents, be bound by delivering this Agreement. For purposes of this Agreement, all Obligations arising under or in connection with the Notes (including Additional Notes) constitute Note Obligations rather than Additional Secured Obligations; however upon the issuance of Additional Notes, the Company shall deliver to the Collateral Agent a certificate signed by a the chief financial officer that (i) identifies such indebtedness and of the material terms Company setting forth the particulars of the Additional Notes including the aggregate principal amount or face amount thereof and (ii) states certifying that the obligations thereunder are designated as Secured Obligations; provided that no such designation shall be effective unless and until, and solely to the extent that, the commitments under the Credit Agreements shall have been reduced and the loans outstanding thereunder shall have been repaid, in each case to the extent required by issuance of Additional Notes complies with the terms of the Credit Agreements as a result of such Capital Markets Event ; provided further that if a designation of indebtedness constituting a Capital Markets Event shall have been made pursuant to (and in accordance with the terms of) (x) Section 22(b) of the U.S. Security Agreement or (y) Section 21(b) of the Canadian Security Agreement, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien GrantorIndenture. (b) Any Lien Grantor that is a Material Subsidiary of NNL may from time to time designate any indebtedness for borrowed money (other than indebtedness constituting a Capital Markets Event) owed by any Material Subsidiary of NNL or NNI to any Bank or any wholly-owned subsidiary of any Bank or any other financial institution and outstanding on December 20, 2001 or incurred pursuant to a commitment to extend credit in effect on such date or any extensions, renewals, replacements and refinancings thereof as an additional Secured Obligation by delivering to the Collateral Agent a certificate signed by a financial officer that (i) identifies such indebtedness and the material terms thereof and (ii) states that the obligations thereunder are designated as Secured Obligations; provided that the aggregate amount of indebtedness (without duplication) designated as "Designated Bank Debt" under this Agreement and any other security or guarantee document entered into by NNL, NNI and their Material Subsidiaries for the benefit of the Secured Parties will not exceed $300,000,000 in aggregate principal amount; provided further that if a designation of indebtedness for borrowed money shall have been made pursuant to (and in accordance with the terms of) (x) Section 22(c) of the U.S. Security Agreement or (y) Section 21(c) of the Canadian Security Agreement, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien Grantor.

Additional Secured Obligations. (a) Any Lien Grantor may from time to time designate any indebtedness constituting a Capital Markets Event as (i) an additional Secured Obligation or (ii) as an additional Guaranteed Obligation (other than for Designated Capital Markets Debt of such Lien Grantor) by delivering to the Collateral Agent a certificate signed by a financial officer that (i) identifies such indebtedness and the material terms thereof and (ii) states that the obligations thereunder are designated as Secured Obligations and Guaranteed Obligations; provided that no such designation shall be effective unless and until, and solely to the extent that, the commitments under the Credit Agreements shall have been reduced and the loans outstanding thereunder shall have been repaid, in each case to the extent required by the terms of the Credit Agreements as a result of such Capital Markets Event, provided further, that no Lien Grantor may designate any indebtedness constituting a Capital Markets Event owed by (i) NNI or (ii) any U.S. Subsidiary of NNI in either case as a Guaranteed Obligation of such Lien Grantor if such Lien Grantor is a non-U.S. Subsidiary of NNI in the case of (i) immediately above or a non-U.S. Subsidiary of such U.S. Subsidiary in the case of (ii) immediately above; provided further that if a designation of indebtedness constituting a Capital Markets Event shall have been made pursuant to (and in accordance with the terms of) (x) Section 22(b) of the U.S. Security Agreement or (y) Section 21(b) of the Canadian Security Agreement, then such designated indebtedness shall constitute a Secured Obligation or a Guaranteed Obligation (as applicable) of each Lien Grantor without any further action on the part of any Lien Grantor. (b) Any Lien Grantor that is a Material Subsidiary of NNL may from time to time designate any indebtedness for borrowed money (other than indebtedness constituting a Capital Markets Event) owed by any Material Subsidiary of NNL or NNI to any Bank or any wholly-owned subsidiary of any Bank or any other financial institution and outstanding on December 20, 2001 or incurred pursuant to a commitment to extend credit in effect on such date or any extensions, renewals, replacements and refinancings thereof as an additional Secured Obligation by delivering to the Collateral Agent a certificate signed by a financial officer that (i) identifies such indebtedness and the material terms thereof and (ii) states that the obligations thereunder are designated as Secured Obligations; provided that the aggregate amount of indebtedness (without duplication) designated as "Designated Bank Debt" under this Agreement and any other security or guarantee document entered into by NNL, NNI and their Material Subsidiaries for the benefit of the Secured Parties will not exceed $300,000,000 in aggregate principal amount; provided further that if a designation of indebtedness for borrowed money shall have been made pursuant to (and in accordance with the terms of) (x) Section 22(c) of the U.S. Security Agreement or (y) Section 21(c) of the Canadian Security Agreement, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien Grantor.

Additional Secured Obligations. (a) Any Lien Grantor may from time to time designate any indebtedness constituting a Capital Markets Event ("DESIGNATED CAPITAL MARKETS DEBT") as an additional Secured Obligation by delivering to the Collateral Agent a certificate signed by a financial officer that (i) identifies such indebtedness and the material terms thereof and (ii) states that the obligations thereunder are designated as Secured Obligations; provided that no such designation shall be effective unless and until, and solely to the extent that, the commitments under the Credit Agreements shall have been reduced and the loans outstanding thereunder shall have been repaid, in each case to the extent required by the terms of the Credit Agreements as a result of such Capital Markets Event Event; provided further that if a designation of indebtedness constituting a Capital Markets Event shall have been made pursuant to (and in accordance with the terms of) (x) Section 22(b) of the U.S. Security Agreement or (y) Section 21(b) of the Canadian Security Agreement, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien Grantor. (b) Any Lien Grantor that is a Material Subsidiary of NNL NNI may from time to time designate any indebtedness for borrowed money (other than indebtedness constituting a Capital Markets Event) owed by any Material Subsidiary of NNL or NNI in either case to any Bank or any wholly-owned subsidiary of any Bank or any other financial institution and outstanding on December 20, 2001 or incurred pursuant to a commitment to extend credit in effect on such date or any extensions, renewals, replacements and refinancings thereof ("DESIGNATED BANK DEBT") as an additional Secured Obligation by delivering to the Collateral Agent a certificate signed by a financial officer that (i) identifies such indebtedness and the material terms thereof and (ii) states that the such Lien Grantor's or such Material Subsidiaries' obligations thereunder are designated as Secured Obligations; provided that the aggregate amount of indebtedness (without duplication) designated as "Designated Bank Debt" under this Agreement and any other security or guarantee document entered into by NNL, NNI and their respective Material Subsidiaries for the benefit of the Secured Parties will not exceed $300,000,000 in aggregate principal amount; provided further that if a designation of indebtedness for borrowed money shall have been made pursuant to (and in accordance with the terms of) (x) Section 22(c) of the U.S. Security Agreement or (y) Section 21(c) of the Canadian Security Agreement, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien Grantor. The parties to this Agreement undertake to take whatever steps and execute whatever documents that will be necessary (including any release and any declaration of pledge) to implement this Section 18.

Additional Secured Obligations. (a) Any Lien Grantor The Borrower may from time to time designate any indebtedness constituting a Capital Markets Event Permitted Additional Secured Obligations as an additional Secured Obligation Obligations hereunder by (a) delivering to the Collateral Agent Corporate Trustee an Additional Secured Obligations Designation in respect of such Permitted Additional Secured Obligations describing such Permitted Additional Secured Obligations and specifying whether such Permitted Additional Secured Obligations shall constitute Bank Facility Obligations, Vendor Facility Obligations, Public Debt Obligations, Other Facility Obligations or Hedging Agreement Obligations and attaching thereto a certificate signed by true and complete copy of all agreements (together with all schedules, exhibits, annexes, appendices and other attachments thereto), including but not limited to the applicable Secured Instruments, relating to such Permitted Additional Secured Obligations to which the Borrower or any Affiliate thereof is a financial officer that (i) identifies such indebtedness and the material terms thereof party, and (iib) states that fulfilling the obligations thereunder are designated as requirements of subsection 4.8(b) in respect of such Additional Secured Obligations; provided that no such designation shall be effective unless and until, and solely to the extent that, the commitments under the Credit Agreements shall have been reduced and the loans outstanding thereunder shall have been repaid, in each case to the extent required by the terms Obligations Designation. Upon completion of the Credit Agreements as a result of such Capital Markets Event ; provided further that if a designation of indebtedness constituting a Capital Markets Event shall have been made pursuant to actions described clauses (a) and in accordance with the terms of) (x) Section 22(bb) of the U.S. Security Agreement preceding sentence, but subject to the following sentence, the Permitted Additional Secured Obligations designated by such Additional Secured Obligations Designation shall constitute Secured Obligations. Notwithstanding anything herein to the contrary, in no event shall any indebtedness or (y) Section 21(b) other obligations of the Canadian Security Agreement, then Borrower constitute Additional Secured Obligations hereunder if the designation of such designated indebtedness shall constitute a or other obligations as Additional Secured Obligation of each Lien Grantor without any further action on the part Obligations would be in contravention of any Lien Grantor. (b) Any Lien Grantor that is a Material Subsidiary of NNL may from time to time designate Secured Instrument, and any indebtedness for borrowed money (other than indebtedness constituting a Capital Markets Event) owed by any Material Subsidiary of NNL or NNI to any Bank or any wholly-owned subsidiary purported designation of any Bank or any other financial institution and outstanding on December 20, 2001 or incurred pursuant to a commitment to extend credit in effect on such date or any extensions, renewals, replacements and refinancings thereof as an additional Secured Obligation by delivering to the Collateral Agent a certificate signed by a financial officer that (i) identifies such indebtedness and the material terms thereof and (ii) states that the or other obligations thereunder are designated as Secured Obligations; provided that the aggregate amount of indebtedness (without duplication) designated as "Designated Bank Debt" under this Agreement and any other security or guarantee document entered into by NNL, NNI and their Material Subsidiaries for the benefit of the Borrower as Additional Secured Parties will not exceed $300,000,000 Obligations in aggregate principal amount; provided further that if a designation of indebtedness for borrowed money shall have been made pursuant to (and in accordance with the terms of) (x) Section 22(c) of the U.S. Security Agreement or (y) Section 21(c) of the Canadian Security Agreement, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part violation of any Lien GrantorSecured Instrument shall be null and void and of no force or effect.

Additional Secured Obligations. (a) Any Lien Grantor may Subject to the requirements set forth in clauses (b) and (c) of this Section 20, the Borrower from time to time may designate (i) any indebtedness constituting Derivative Obligation as a Capital Markets Event “Secured Derivative Obligation”, (ii) any Bi-Lateral Letter of Credit Obligation as an additional a “Secured Bi-Lateral Letter of Credit Obligation”, (iii) any Cash Management Obligation as a “Secured Cash Management Obligation” or (iv) any Vendor Financing Obligation as a “Secured Vendor Financing Obligation”, for purposes hereof by delivering to the Collateral Agent a certificate signed by a financial officer Financial Officer (an “Additional Secured Obligation Certificate”) that (iA) identifies (1) in the case of Derivative Obligations, such indebtedness Derivative Obligation and the material terms related Derivative Contract (including the name and address of the counterparty thereto, the notional principal amount thereof and the expiration date thereof), (ii2) in the case of Bi-Lateral Letter of Credit Obligations, such Bi-Lateral Letter of Credit Obligation and the related Bi-Lateral Letter of Credit (including the name and address of the issuer of such Bi-Lateral Letter of Credit), (3) in the case of Cash Management Obligations, such Cash Management Obligation (including the name and address of the provider of the related cash management services) and (4) in the case of Vendor Financing Obligations, such Vendor Financing Obligation and the Related Additional Documents, (B) if with respect to a Derivative Obligation, (x) states that such Derivative Obligation has been entered into in the obligations thereunder are designated as Secured Obligations; provided that no such designation shall be effective unless and until, and solely to the extent that, the commitments under the Credit Agreements shall have been reduced and the loans outstanding thereunder shall have been repaid, in each case to the extent required by the terms course of the Credit Agreements as a result of such Capital Markets Event ; provided further that if a designation of indebtedness constituting a Capital Markets Event shall have been made pursuant to (and in accordance with the terms of) (x) Section 22(b) ordinary business practice of the U.S. Security Agreement or Borrower and not for speculative purposes, (y) Section 21(b) specifies, as of the Canadian Security Agreementdate such Derivative Obligation is entered into (or, if later, the date on which the related Additional Secured Obligation Certificate is delivered) (and after giving effect to its designation as a First Secured Derivative Obligation or Second Secured Derivative Obligation hereunder, as the case may be), the aggregate Xxxx-to-Market Value of all Secured Derivative Obligations then currently designated as “First Secured Derivative Obligations” pursuant to this Section 20 and (z) specifies (subject to the requirements of clause (c)) whether such Derivative Obligation will be designated indebtedness shall constitute as a First Secured Derivative Obligation or a Second Secured Derivative Obligation, (C) if with respect to a Bi-Lateral Letter of Credit Obligation, states the aggregate face amount of all Secured Bi-Lateral Letter of Credit Obligations (after giving effect to its designation as a Secured Obligation Bi-Lateral Letter of each Lien Grantor without any further action on Credit Obligation) and (D) if with respect to a Vendor Financing Obligation, states the part maximum committed principal amount (or non-interest amount payable) in respect of any Lien Grantorsuch Vendor Financing Obligations (after giving effect to its designation as a Secured Vendor Financing Obligation). (b) Any Lien Grantor that is No (i) Derivative Obligation shall be designated as a Material Subsidiary “Secured Derivative Obligation”, (ii) Bi-Lateral Letter of NNL may from time to time designate any indebtedness for borrowed money Credit Obligation shall be designated as a “Secured Bi-Lateral Letter of Credit Obligation”, (other than indebtedness constituting iii) Cash Management Obligation shall be designated as a Capital Markets Event“Secured Cash Management Obligation” or (iv) owed by any Material Subsidiary of NNL or NNI to any Bank or any wholly-owned subsidiary of any Bank or any other financial institution Vendor Financing Obligation shall be designated as a “Secured Vendor Financing Obligation”, in each case unless (and outstanding on December 20, 2001 or incurred pursuant to a commitment to extend credit the Borrower shall certify in effect on such date or any extensions, renewals, replacements and refinancings thereof as an additional the relevant Additional Secured Obligation by delivering Certificate that): (A) at or prior to the time the relevant Related Additional Documents were entered into, the Borrower and the Lender or Lender Affiliate party thereto expressly agreed in writing that the applicable obligations would constitute a “Secured Obligation” entitled to the benefits of the Security Documents and (B) the Lender or Lender Affiliate party thereto shall have delivered a notice to the Collateral Agent (or, in the case of a certificate signed Lender Affiliate, an instrument in form and substance reasonably satisfactory to the Collateral Agent) to the effect set forth in subclause (A) of this clause (b), and acknowledging and agreeing to be bound by the terms of this Agreement with respect to such Derivative Obligation, Bi-Lateral Letter of Credit Obligation, Cash Management Obligation or Vendor Financing Obligation, as applicable. (c) Notwithstanding anything to the contrary herein, (x) no Secured Derivative Obligation shall be designated as a financial officer that First Secured Derivative Obligation hereunder unless (and the Borrower shall certify in the relevant Additional Secured Obligation Certificate that): (i) identifies as of the date such indebtedness Derivative Obligation is entered into (and after giving effect to its designation as a First Secured Derivative Obligation), the material terms thereof and aggregate Xxxx-to-Market Value of all Secured Derivative Obligations then currently designated as First Secured Derivative Obligations shall not exceed $200,000,000, (ii) states at or prior to the time the relevant Derivative Contract was executed, the Borrower and the Lender or Lender Affiliate party thereto expressly agreed in writing that the obligations thereunder are such Derivative Obligation would be designated as a First Secured Obligations; provided that Derivative Obligation entitled to the benefits of the Security Documents, (y) no Bi-Lateral Letter of Credit Obligation shall be designated as a Secured Bi-Lateral Letter of Credit Obligation hereunder unless (and the Borrower shall certify in the Additional Secured Obligation Certificate that) as of the date of such designation (and after giving effect to its designation as a Secured Bi-Lateral Letter of Credit Obligation), the aggregate undrawn face amount of indebtedness (without duplication) designated as "Designated Bank Debt" under this Agreement and any all Bi-Lateral Letters of Credit the reimbursement or other security or guarantee document entered into by NNL, NNI and their Material Subsidiaries for the benefit payment obligations of the which constitute Secured Parties will Bi-Lateral Letter of Credit Obligations shall not exceed $300,000,000 in aggregate principal amount; provided further that if 125,000,000 and (z) no Vendor Financing Obligation shall be designated as a designation of indebtedness for borrowed money shall have been made pursuant to Secured Vendor Financing Obligation hereunder unless (and the Borrower shall certify in accordance with the terms ofAdditional Secured Obligation Certificate that) as of the date of such designation (x) Section 22(cand after giving effect to its designation as a Secured Vendor Financing Obligation), the maximum committed principal amount (or non-interest amount payable) of Secured Vendor Financing Obligations shall not exceed $250,000,000. (d) Anything to the U.S. Security Agreement or (y) Section 21(c) contrary contained herein notwithstanding, the Existing Bi-Lateral Letters of Credit shall be and be deemed to be Secured Bi-Lateral Letters of Credit for all purposes hereunder and under the Canadian Security Agreementother Loan Documents, then such designated indebtedness shall constitute a without the necessity of delivering an Additional Secured Obligation of each Lien Grantor without Certificate or any further action on the part of any Lien Grantorother documentation.

Additional Secured Obligations. (a) Any Lien Grantor Subject to the limitations set forth in the Transaction Documents, each Loan Party and each Secured Party acknowledges and agrees that the Collateral may from time to time designate any indebtedness constituting a Capital Markets Event as an secure additional Secured Obligation by delivering Obligations of the Borrower to Interest Rate Hedge Providers, Secured Fuel Supply Agreement Counterparties and/or New Lenders (and the Agents thereof), as contemplated hereby. Upon execution and delivery to the Collateral Agent a certificate signed and the Borrower of an Accession Agreement by a financial officer the Secured Debt Representative for such Interest Rate Hedge Providers, Secured Fuel Supply Agreement Counterparties and/or New Lenders (and the Agents thereof) (as applicable), such Persons shall become “Secured Parties” hereunder, as applicable and the Loan Parties’ obligations to such Persons shall become “Secured Obligations”. Each Loan Party and each Secured Party agrees that this Agreement and the applicable Collateral Documents may be amended by the Loan Parties, the Loan Insurer and the Collateral Agent without the consent of any other Secured Party to the extent necessary or desirable to (i) identifies such indebtedness and effectuate the material terms thereof and intent of this Section 5.4, (ii) states that cause the obligations thereunder are designated as Secured Obligations; provided that no Liens granted thereby to be in favor of such designation shall be effective unless and until, and solely Persons (to the extent that, the commitments under the Credit Agreements shall have been reduced and the loans outstanding thereunder shall have been repaid, Liens in each case to the extent required favor of such Persons are expressly permitted by the terms of the Credit Agreements as a result of such Capital Markets Event ; provided further that if a designation of indebtedness constituting a Capital Markets Event shall have been made pursuant to (and in accordance with the terms of) (x) Section 22(b) all of the U.S. Security Transaction Documents) and (iii) cause such Persons to be treated in the same manner as the other Secured Parties under this Agreement or and the other Collateral Documents (y) Section 21(b) of the Canadian Security Agreement, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien Grantorother than as expressly provided hereby). (b) Any Lien Grantor that is a Material Subsidiary of NNL may from time to time designate any indebtedness for borrowed money (other than indebtedness constituting a Capital Markets Event) owed by any Material Subsidiary of NNL or NNI to any Bank or any wholly-owned subsidiary of any Bank or any other financial institution and outstanding on December 20, 2001 or incurred pursuant to a commitment to extend credit in effect on such date or any extensions, renewals, replacements and refinancings thereof as an additional Secured Obligation by delivering The Borrower shall deliver to the Collateral Agent and each Secured Debt Representative, at least 10 Business Days, or such lesser period of time as the Collateral Agent and each Secured Debt Representative may agree, prior to the date any such Accession Agreement is entered into and the proposed Secured Obligations referred to therein incurred a certificate signed by a financial officer that (i) identifies such indebtedness and the material terms thereof and (ii) states Borrower stating that the obligations thereunder are designated as incurrence of the Debt contemplated by such Accession Agreement (or the Secured Obligations; provided that the aggregate amount of indebtedness (without duplicationFuel Supply Agreement contemplated thereby) designated as "Designated Bank Debt" under this Agreement and any other security or guarantee document is being entered into by NNL, NNI and their Material Subsidiaries for the benefit of the Secured Parties will not exceed $300,000,000 in aggregate principal amount; provided further that if a designation of indebtedness for borrowed money shall have been made pursuant to (and in accordance compliance with the terms of) (x) Section 22(c) of all of the U.S. Security Agreement or Transaction Documents (y) Section 21(c) and such certifications shall contain, to the extent requested by the Collateral Agent, the Borrower’s analysis thereof). The Borrower shall provide the Collateral Agent and each Secured Debt Representative with all information as such Person may reasonably request to verify the accuracy of the Canadian Security Agreement, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien Grantorcertificate.

Additional Secured Obligations. (a) Any Lien Grantor may from time to time designate any indebtedness constituting a Capital Markets Event as (i) an additional Secured Obligation or (ii) as an additional Guaranteed Obligation (other than for Designated Capital Markets Debt of such Lien Grantor) by delivering to the Collateral Agent a certificate signed by a financial officer that (i) identifies such indebtedness and the material terms thereof and (ii) states that the obligations thereunder are designated as Secured Obligations and Guaranteed Obligations; provided that no such designation shall be effective unless and until, and solely to the extent that, the commitments under the Credit Agreements shall have been reduced and the loans outstanding thereunder shall have been repaid, in each case to the extent required by the terms of the Credit Agreements as a result of such Capital Markets Event, provided further, that no Lien Grantor may designate any indebtedness constituting a Capital Markets Event owed by (i) NNI or (ii) any U.S. Subsidiary of NNI in either case as a Guaranteed Obligation of such Lien Grantor if such Lien Grantor is a non-U.S. Subsidiary of NNI in the case of (i) immediately above or a non-U.S. Subsidiary of such U.S. Subsidiary in the case of (ii) immediately above; provided further that if a designation of indebtedness constituting a Capital Markets Event shall have been made pursuant to (and in accordance with the terms of) (x) Section 22(b) of the U.S. Security Agreement or (y) Section 21(b) of the Canadian Security Agreement, then such designated indebtedness shall constitute a Secured Obligation or a Guaranteed Obligation (as applicable) of each Lien Grantor without any further action on the part of any Lien Grantor. (b) Any Lien Grantor that is a Material Subsidiary of NNL or NNI may from time to time designate any indebtedness for borrowed money (other than indebtedness constituting a Capital Markets Event) owed by any Material Subsidiary of NNL or NNI to any Bank or any wholly-owned subsidiary of any Bank or any other financial institution and outstanding on December 20, 2001 or incurred pursuant to a commitment to extend credit in effect on such date or any extensions, renewals, replacements and refinancings thereof as (i) an additional Secured Obligation or (ii) as an additional Guaranteed Obligation (other than for Designated Bank Debt of such Lien Grantor) by delivering to the Collateral Agent a certificate signed by a financial officer that (i) identifies such indebtedness and the material terms thereof and (ii) states that the obligations thereunder are designated as Secured Obligations and Guaranteed Obligations; provided that the aggregate amount of indebtedness (without duplication) designated as "Designated Bank Debt" under this Agreement and any other security or guarantee document entered into by NNL, NNI and their Material Subsidiaries for the benefit of the Secured Parties will not exceed $300,000,000 in aggregate principal amount, provided further, that no Lien Grantor may designate any such indebtedness owed by any U.S. Subsidiary of NNI as a Guaranteed Obligation of such Lien Grantor if such Lien Grantor is a non-U.S. Subsidiary of such U.S. Subsidiary of NNI; provided further that if a designation of indebtedness for borrowed money shall have been made pursuant to (and in accordance with the terms of) (x) Section 22(c) of the U.S. Security Agreement or (y) Section 21(c) of the Canadian Security Agreement, then such designated indebtedness shall constitute a Secured Obligation or a Guaranteed Obligation (as applicable) of each Lien Grantor without any further action on the part of any Lien Grantor.

Additional Secured Obligations. (a) Any Lien Grantor On or after the Issue Date the Issuers may from time to time designate additional Pari Passu Lien Obligations (as defined in the Indenture) of the Issuers or any indebtedness constituting Guarantor permitted to be Incurred under the Indenture and to be secured by a Capital Markets Event Lien on the Collateral (as an defined in the Indenture) permitted by the Indenture as additional Secured Obligation Obligations hereunder (“Additional Secured Obligations”) by delivering to the Collateral Agent and each Authorized Representative (a) a certificate signed by a the chief financial officer that of the Issuers (i) identifies such indebtedness identifying the Class of obligations so designated and the material terms thereof and aggregate principal amount or face amount thereof, stating that such Class of obligations is designated as an Additional Secured Obligation for purposes hereof, (ii) states representing that such designation of such Class of obligations as an Additional Secured Obligation complies with the terms of each of the Secured Agreements and (iii) specifying the name and address of the Authorized Representative for such Class of obligations, (b) a fully executed Additional Secured Party Joinder (in the form attached as Exhibit 6); and (c) an Opinion of Counsel to the effect that the designation of such Class of obligations thereunder are designated as “Additional Secured Obligations; provided that no such designation shall be effective unless and until, and solely to the extent that, the commitments under the Credit Agreements shall have been reduced and the loans outstanding thereunder shall have been repaid, ” is in each case to the extent required by compliance with the terms of the Credit Agreements as a result Indenture. Each Authorized Representative agrees that upon the satisfaction of such Capital Markets Event ; provided further that if a designation of indebtedness constituting a Capital Markets Event shall have been made pursuant to (and all conditions set forth in accordance with the terms of) (x) Section 22(b) of the U.S. Security Agreement or (y) Section 21(b) of the Canadian Security Agreementpreceding sentence, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien Grantor. (b) Any Lien Grantor that is a Material Subsidiary of NNL may from time to time designate any indebtedness for borrowed money (other than indebtedness constituting a Capital Markets Event) owed by any Material Subsidiary of NNL or NNI to any Bank or any wholly-owned subsidiary of any Bank or any other financial institution and outstanding on December 20, 2001 or incurred pursuant to a commitment to extend credit in effect on such date or any extensions, renewals, replacements and refinancings thereof as an additional Secured Obligation by delivering to the Collateral Agent a certificate signed by a financial officer that (i) identifies such indebtedness shall act as agent under and subject to the material terms thereof and (ii) states that the obligations thereunder are designated as Secured Obligations; provided that the aggregate amount of indebtedness (without duplication) designated as "Designated Bank Debt" under this Agreement and any other security or guarantee document entered into by NNL, NNI and their Material Subsidiaries for the benefit of the all Secured Parties, including without limitation, any Secured Parties will not exceed $300,000,000 in aggregate principal amount; provided further that if a designation of indebtedness for borrowed money shall have been made pursuant hold any such Additional Secured Obligations, and each Authorized Representative agrees to (the appointment, and in accordance with the terms of) (x) Section 22(c) acceptance of the U.S. Security Agreement or (y) Section 21(c) appointment, of the Canadian Security Collateral Agent as agent for the holders of such Additional Secured Obligations as set forth in each Additional Secured Party Joinder and agrees, on behalf of itself and each Additional Secured Party it represents, to be bound by this Agreement, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien Grantor.

Additional Secured Obligations. (a) Any Lien Grantor After the date hereof, QCII may from time to time time, designate any indebtedness constituting a Capital Markets Event other obligation as an additional Additional Secured Obligation for purposes hereof (any such additional secured obligation, an "Additional Secured Obligation") by delivering to the Collateral Agent (A) a certificate signed by a the chief financial officer that or chief accounting officer of QCII (i) identifies such indebtedness identifying the obligation so designated and the material terms thereof and aggregate principal or face amount thereof, stating that such obligation is designated as an Additional Secured Obligation for purposes hereof, (ii) states that stating whether such Additional Secured Obligation is to be secured by the Transaction Liens granted for such purpose under this Agreement or by Liens granted pursuant to a separate Secured Agreement, (iii) stating whether such Additional Secured Obligations are secured by all or a portion of the Collateral and, if a portion, which portion, (iv) specifying the name and address of the holder of such obligation or of a trustee, agent or similar representative designated to supply information with respect to such Additional Secured Obligation to the Collateral Agent as contemplated by Section 14(f); and (iv) representing that, the Liens granted to secure such Additional Secured Obligations are "Permitted Collateral Liens" under defined (and as in) the QSC Note Indenture and are permitted under any other Secured Agreements; and (y) it has delivered any required notice to the QSC Notes Trustee and the Existing 2008 Notes Trustee of such obligations thereunder or Lien, and (B) if such Additional Secured Obligations are to be secured by the Transaction Liens granted for such purpose under this Agreement, an Additional Secured Party Consent, executed by the holder of such obligation, and otherwise, a copy of any Secured Agreement granting a Lien on any of the Collateral in favor of such designated as Additional Secured Obligations; provided that provided, that, no such designation obligation of QCII shall be effective an Additional Secured Obligation unless and until, and solely to the extent that, the commitments Liens securing such obligation are "Permitted Collateral Liens" under the Credit Agreements shall have been reduced and the loans outstanding thereunder shall have been repaid, in each case to the extent required by the terms of the Credit Agreements as a result of such Capital Markets Event ; provided further that if a designation of indebtedness constituting a Capital Markets Event shall have been made pursuant to defined (and in accordance with as defined in) the terms of) (x) Section 22(b) of the U.S. Security Agreement or (y) Section 21(b) of the Canadian Security Agreement, then such designated indebtedness shall constitute a QSC Note Indenture and are permitted under any other Secured Obligation of each Lien Grantor without any further action on the part of any Lien GrantorAgreements. (b) Any Lien Grantor that is a Material Subsidiary At any time, QCII may terminate its ability to designate Additional Secured Obligations by delivery of NNL may from time written notice thereof to time designate any indebtedness for borrowed money (other than indebtedness constituting a Capital Markets Event) owed by any Material Subsidiary of NNL or NNI to any Bank or any wholly-owned subsidiary of any Bank or any other financial institution and outstanding on December 20, 2001 or incurred pursuant to a commitment to extend credit in effect on such date or any extensions, renewals, replacements and refinancings thereof as an additional Secured Obligation by delivering to the Collateral Agent a certificate signed (provided, that, such termination shall not affect any Additional Secured Obligations previously designated by a financial officer that (i) identifies such indebtedness and the material terms thereof and (ii) states that the obligations thereunder are designated as Secured Obligations; provided that the aggregate amount of indebtedness (without duplication) designated as "Designated Bank Debt" under this Agreement and any other security or guarantee document entered into by NNL, NNI and their Material Subsidiaries for the benefit of the Secured Parties will not exceed $300,000,000 in aggregate principal amount; provided further that if a designation of indebtedness for borrowed money shall have been made pursuant to (and in accordance with the terms of) (x) Section 22(c) of the U.S. Security Agreement or (y) Section 21(c) of the Canadian Security Agreement, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien GrantorQCII.

Additional Secured Obligations. (a) Any Lien Grantor On or after the date hereof and so long as not prohibited by any Secured Agreement then outstanding, the Company may from time to time designate any indebtedness constituting a Capital Markets Event at the time of incurrence to be secured as an additional Additional Secured Obligation Obligations (and Secured Obligations) on the terms and conditions set forth in this Agreement by delivering to the Collateral Agent and each Authorized Representative (a) a certificate signed by a financial officer that Responsible Officer (i) identifies such indebtedness identifying the obligations so designated and the material terms thereof and initial aggregate principal amount or face amount thereof; provided that with respect to obligations constituting First Lien Obligations pursuant to clauses (f) or (g) of the definition thereof, such certificate need not identify the initial aggregate principal amount or face amount thereof, (ii) states stating that the such obligations thereunder are designated as Additional Secured Obligations; provided Obligations for the purposes hereof, (iii) representing that no the incurrence of such designation shall be effective unless and until, and solely to the extent that, the commitments under the Credit Agreements shall have been reduced obligation and the loans outstanding thereunder shall have been repaid, in each case to the extent required by designation of such obligations as Additional Secured Obligations complies with the terms of the Credit Agreements as a result of such Capital Markets Event ; provided further that if a designation of indebtedness constituting a Capital Markets Event shall have been made pursuant to Indenture and any Additional Secured Agreements, and (iv) specifying the name and in accordance with the terms of) (x) Section 22(b) address of the U.S. Security Agreement or (y) Section 21(b) of the Canadian Security Agreement, then Authorized Representative for such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien Grantor. obligations and (b) Any Lien Grantor a fully executed Additional Secured Party Consent. Each Authorized Representative agrees that is a Material Subsidiary upon the satisfaction of NNL may from time to time designate any indebtedness for borrowed money (other than indebtedness constituting a Capital Markets Event) owed by any Material Subsidiary of NNL or NNI to any Bank or any wholly-owned subsidiary of any Bank or any other financial institution and outstanding on December 20all conditions set forth in the preceding sentence, 2001 or incurred pursuant to a commitment to extend credit in effect on such date or any extensions, renewals, replacements and refinancings thereof as an additional Secured Obligation by delivering to the Collateral Agent a certificate signed by a financial officer that (i) identifies such indebtedness shall act as collateral agent under and subject to the material terms thereof and (ii) states that of the obligations thereunder are designated as Secured Obligations; provided that the aggregate amount of indebtedness (without duplication) designated as "Designated Bank Debt" under this Agreement and any other security or guarantee document entered into by NNL, NNI and their Material Subsidiaries First Lien Security Documents for the benefit of the all Secured Parties, including without limitation, any Secured Parties will not exceed $300,000,000 in aggregate principal amount; provided further that if a designation of indebtedness for borrowed money shall have been made pursuant hold any such Additional Secured Obligations, and each Authorized Representative agrees to (the appointment, and in accordance with the terms of) (x) Section 22(c) acceptance of the U.S. Security Agreement or (y) Section 21(c) appointment, of the Canadian Security Collateral Agent as collateral agent for the holders of such Additional Secured Obligations as set forth in each Additional Secured Party Consent and agrees, on behalf of itself and each Secured Party it represents, to be bound by this Agreement, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien Grantor.

Additional Secured Obligations. (a) Any Lien Grantor may from If at any time Navistar Financial desires to time designate any indebtedness constituting a Capital Markets Event of its proposed or existing Indebtedness or other obligations as an additional Additional Secured Obligation by delivering for purposes hereof (other than any Additional Short-Term Debt), Navistar Financial shall deliver to the Collateral Trustee (and concurrently deliver to the Administrative Agent for distribution to each of the Lenders) a certificate signed by a financial officer Responsible Officer which shall (x) identify such proposed or existing Indebtedness or other obligation, (y) certify that the designation thereof as an Additional Secured Obligation is not prohibited by any provision of any Secured Instrument and (z) specify the name and address of the proposed or existing holder or holders of each Additional Secured Obligation so designated or of an Indenture Trustee, agent or other duly authorized representative of such holder or holders designated in accordance with Section 7.11(b). Unless the Trustee (at the written direction of the Administrative Agent) or the Administrative Agent, by no later than the ninth Domestic Business Day following the receipt of such certificate by the Trustee or the Administrative Agent, notifies Navistar Financial that the Required Lenders have determined that such designation is prohibited by the Credit Agreement, such Indebtedness or other obligation shall be, from and after the later of (i) identifies the tenth Domestic Business Day after the receipt of such indebtedness and certificate by the material terms thereof Trustee and (ii) states that the obligations thereunder are designated as incurrence of such Indebtedness or other obligation, an Additional Secured ObligationsObligation for purposes of this Agreement; provided that no in the case of any such designation Indebtedness in a principal amount of $25,000,000 or less, such Indebtedness shall be, from and after the later of (i) the date of the receipt of such certificate by the Trustee and (ii) the incurrence of such Indebtedness, an Additional Secured Obligation for purposes of this Agreement. The proviso to the immediately preceding sentence shall be effective unless and until, and solely applicable during each fiscal year of Navistar Financial only to the extent that, that the commitments under the Credit Agreements shall have been reduced and the loans outstanding thereunder shall have been repaid, in each case to the extent required by the terms aggregate principal amount of the Credit Agreements Indebtedness designated as a result of Additional Secured Obligations during such Capital Markets Event ; provided further that if a designation of indebtedness constituting a Capital Markets Event shall have been made pursuant to (and in accordance with the terms of) (x) Section 22(b) of the U.S. Security Agreement or (y) Section 21(b) of the Canadian Security Agreement, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien Grantorfiscal year does not exceed $100,000,000. (b) Any Lien Grantor that is a Material Subsidiary of NNL may from If at any time Navistar Financial desires to time designate any indebtedness for borrowed money (other than indebtedness constituting a Capital Markets Event) owed by any Material Subsidiary of NNL or NNI to any Bank or any whollyAdditional Short-owned subsidiary of any Bank or any other financial institution and outstanding on December 20, 2001 or incurred pursuant to a commitment to extend credit in effect on such date or any extensions, renewals, replacements and refinancings thereof Term Debt as an additional Additional Secured Obligation by delivering for purposes hereof, Navistar Financial shall deliver to the Collateral Trustee (and concurrently deliver to the Administrative Agent for distribution to each of the Lenders) a certificate signed by a financial officer Responsible Officer which shall (w) state that Navistar Financial proposes to issue commercial paper and/or to incur other Additional Short-Term Debt owing to one or more banks, (x) specify the name and address of each Person acting as a dealer with respect to any such commercial paper, (y) certify that the designation of such Additional Short-Term Debt as an Additional Secured Obligation is not prohibited by any provision of any Secured Instrument and that, after giving effect to the issuance or incurrence thereof, the aggregate amount of the unused commitments under (or, if less, the amount actually available to be borrowed or received in connection with a purchase under) the Credit Agreement and all Permitted Receivables Sales Agreements shall be sufficient (taking into account any scheduled terminations of any such commitments) to provide funds to repay in full at maturity the aggregate outstanding principal or face amount of all Additional Secured Obligations constituting Additional Short-Term Debt and (z) specify the name and address of each bank (other than a Lender) to which any such other Additional Short-Term Debt is owing or proposed to be owing. Such commercial paper (if issued through a dealer so specified) and such other Additional Short-Term Debt (if owing to a Lender or another bank so specified) shall be, from and after the later of (i) identifies the date of the receipt of such indebtedness and certificate by the material terms thereof Trustee and (ii) states that the issuance or incurrence thereof, Additional Secured Obligations for purposes of this Agreement. (c) Navistar Financial shall not designate any proposed or existing Indebtedness or other obligations thereunder are designated in excess of $30,000,000 (other than any Secured Interest Rate Agreement) as Secured Obligations; provided that the aggregate amount of indebtedness (without duplication) designated as "Designated Bank Debt" under this Agreement and any other security or guarantee document entered into by NNL, NNI and their Material Subsidiaries for the benefit of the Secured Parties will not exceed $300,000,000 in aggregate principal amount; provided further that if a designation of indebtedness for borrowed money shall have been made pursuant to (and in accordance with the terms of) (x) Section 22(c) of the U.S. Security Agreement or (y) Section 21(c) of the Canadian Security Agreement, then such designated indebtedness shall constitute a an Additional Secured Obligation of each Lien Grantor without any further action for purposes hereof on the part of any Lien Grantoror after December 2, 2011.

Additional Secured Obligations. (a) Any Lien Grantor may Subject to the requirements set forth in clauses (b) and (c) of this Section 20, the Borrower from time to time may designate any indebtedness constituting Derivative Obligation as a Capital Markets Event as an additional “Secured Obligation Derivative Obligation” for purposes hereof by delivering to the Collateral Agent a certificate signed by a financial officer Financial Officer (an “Additional Secured Obligation Certificate”) that (i) identifies such indebtedness Derivative Obligation and the material terms related Derivative Contract (including the name and address of the counterparty thereto, the notional principal amount thereof and the expiration date thereof), (ii) states that such Derivative Obligation has been entered into in the obligations thereunder are course of the ordinary business practice of the Borrower and not for speculative purposes, (iii) specifies, as of the date such Derivative Obligation is entered into (and after giving effect to its designation as a First Secured Derivative Obligation or Second Secured Derivative Obligation hereunder, as the case may be), the aggregate Mxxx-to-Market Value of all Secured Derivative Obligations then currently designated as “First Secured Derivative Obligations; provided that no such designation shall be effective unless and until” pursuant to this Section 20, and solely (iv) specifies (subject to the extent that, the commitments under the Credit Agreements shall have been reduced and the loans outstanding thereunder shall have been repaid, in each case to the extent required by the terms requirements of the Credit Agreements clause (c) below) whether such Derivative Obligation will be designated as a result of such Capital Markets Event ; provided further that if First Secured Derivative Obligation or a designation of indebtedness constituting a Capital Markets Event shall have been made pursuant to (and in accordance with the terms of) (x) Section 22(b) of the U.S. Security Agreement or (y) Section 21(b) of the Canadian Security Agreement, then such designated indebtedness shall constitute a Second Secured Derivative Obligation of each Lien Grantor without any further action on the part of any Lien Grantorhereunder. (b) Any Lien Grantor that is Notwithstanding anything to the contrary herein, no Derivative Obligation shall be designated as a Material Subsidiary of NNL may from time to time designate any indebtedness for borrowed money “Secured Derivative Obligation” hereunder unless (other than indebtedness constituting a Capital Markets Event) owed by any Material Subsidiary of NNL or NNI to any Bank or any wholly-owned subsidiary of any Bank or any other financial institution and outstanding on December 20, 2001 or incurred pursuant to a commitment to extend credit the Borrower shall certify in effect on such date or any extensions, renewals, replacements and refinancings thereof as an additional the relevant Additional Secured Obligation by delivering Certificate that): (i) at or prior to the time the relevant Derivative Contract was executed, the Borrower and the Lender or Lender Affiliate party thereto expressly agreed in writing that such Derivative Obligation would constitute a “Secured Derivative Obligation” entitled to the benefits of the Security Documents and (ii) the Lender or Lender Affiliate party thereto shall have delivered a notice to the Collateral Agent (or, in the case of a certificate signed by a financial officer that Lender Affiliate, an instrument in form and substance reasonably satisfactory to the Collateral Agent) to the effect set forth in subclause (i) identifies of this clause (b), and acknowledging and agreeing to be bound by the terms of this Agreement with respect to such indebtedness Derivative Obligation. (c) Notwithstanding anything to the contrary herein, no Secured Derivative Obligation shall be designated as a First Secured Derivative Obligation hereunder unless (and the material terms thereof Borrower shall certify in the relevant Additional Secured Obligation Certificate that): (i) as of the date such Derivative Obligation is entered into (and after giving effect to its designation as a First Secured Derivative Obligation), the aggregate Mxxx-to-Market Value of all Secured Derivative Obligations then currently designated as First Secured Derivative Obligations shall not exceed $75,000,000, and (ii) states at or prior to the time the relevant Derivative Contract was executed, the Borrower and the Lender or Lender Affiliate party thereto expressly agreed in writing that the obligations thereunder are such Derivative Obligation would be designated as a First Secured Obligations; provided that Derivative Obligation entitled to the aggregate amount of indebtedness (without duplication) designated as "Designated Bank Debt" under this Agreement and any other security or guarantee document entered into by NNL, NNI and their Material Subsidiaries for the benefit benefits of the Secured Parties will not exceed $300,000,000 in aggregate principal amount; provided further that if a designation of indebtedness for borrowed money shall have been made pursuant to (and in accordance with the terms of) (x) Section 22(c) of the U.S. Security Agreement or (y) Section 21(c) of the Canadian Security Agreement, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien GrantorDocuments.

Additional Secured Obligations. (a) Any Lien Grantor On or after the date hereof, iPCS may from time to time designate additional Second Lien Obligations (as defined in the Indenture) of iPCS or any indebtedness constituting a Capital Markets Event Guarantor permitted to be incurred as an “Second Lien Obligations” under the Indenture and the First Lien Indenture as additional Secured Obligation Obligations hereunder (the “Additional Secured Obligations”) by delivering to the Collateral Agent, each Authorized Representative and the First Lien Collateral Agent (a) a certificate signed by a the chief financial officer that of iPCS (i) identifies such indebtedness identifying the Class of obligations so designated and the material terms thereof and aggregate principal amount or face amount thereof, stating that such Class of obligations is designated as an Additional Secured Obligation for purposes hereof, (ii) states representing that such designation of such Class of obligations as an Additional Secured Obligation complies with the terms of each of the Secured Agreements and the First Lien Indenture and (iii) specifying the name and address of the Authorized Representative for such Class of obligations, (b) a fully executed Additional Secured Party Joinder (in the form attached as Exhibit 7) and (c) an Opinion of Counsel to the effect that the designation of such Class of obligations thereunder are designated as “Additional Secured Obligations; provided that no such designation shall be effective unless and until, and solely to the extent that, the commitments under the Credit Agreements shall have been reduced and the loans outstanding thereunder shall have been repaid, ” is in each case to the extent required by compliance with the terms of the Credit Agreements as a result Indenture and the First Lien Indenture. Each Authorized Representative agrees that upon the satisfaction of such Capital Markets Event ; provided further that if a designation of indebtedness constituting a Capital Markets Event shall have been made pursuant to (and all conditions set forth in accordance with the terms of) (x) Section 22(b) of the U.S. Security Agreement or (y) Section 21(b) of the Canadian Security Agreementpreceding sentence, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien Grantor. (b) Any Lien Grantor that is a Material Subsidiary of NNL may from time to time designate any indebtedness for borrowed money (other than indebtedness constituting a Capital Markets Event) owed by any Material Subsidiary of NNL or NNI to any Bank or any wholly-owned subsidiary of any Bank or any other financial institution and outstanding on December 20, 2001 or incurred pursuant to a commitment to extend credit in effect on such date or any extensions, renewals, replacements and refinancings thereof as an additional Secured Obligation by delivering to the Collateral Agent a certificate signed by a financial officer that (i) identifies such indebtedness shall act as agent under and subject to the material terms thereof and (ii) states that the obligations thereunder are designated as Secured Obligations; provided that the aggregate amount of indebtedness (without duplication) designated as "Designated Bank Debt" under this Agreement and any other security or guarantee document entered into by NNL, NNI and their Material Subsidiaries for the benefit of the all Secured Parties, including without limitation, any Secured Parties will not exceed $300,000,000 in aggregate principal amount; provided further that if a designation of indebtedness for borrowed money shall have been made pursuant hold any such Additional Secured Obligations, and each Authorized Representative agrees to (the appointment, and in accordance with the terms of) (x) Section 22(c) acceptance of the U.S. Security Agreement or (y) Section 21(c) appointment, of the Canadian Security Collateral Agent as agent for the holders of such Additional Secured Obligations as set forth in each Additional Secured Party Joinder and agrees, on behalf of itself and each Additional Secured Party it represents, to be bound by this Agreement, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien Grantor.

Additional Secured Obligations. (a) Any Lien Grantor may On or after the date hereof and from time to time designate time, upon the compliance by any indebtedness constituting a Capital Markets Event Additional Secured Debtholder with the terms of Section 5.13 of the Refinancing Intercreditor Agreement and Section 4.14 hereof, the Additional Secured Obligations of such Additional Secured Debtholder shall be deemed to be Additional Secured Obligations hereunder. Each Authorized Representative agrees that upon the satisfaction of the provisions of such Section 5.13 of the Refinancing Intercreditor Agreement and Section 4.14 hereof, the Collateral Agent shall act as an additional agent under and subject to the terms of this Agreement and the Refinancing Intercreditor Agreement for the benefit of all Secured Obligation Parties, including any Additional Secured Debtholders that hold any such Additional Secured Obligations, and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Collateral Agent as agent for the holders of such Additional Secured Obligations as set forth in the Joinder Agreement, and the Authorized Representative providing such Joinder Agreement shall, on behalf of itself and each Additional Secured Debtholder it represents, be bound by delivering this Agreement. For purposes of this Agreement, all Obligations arising under or in connection with the Notes (including Additional Notes) constitute Note Obligations rather than Additional Secured Obligations; however upon the issuance of Additional Notes, the Company shall deliver to the Collateral Agent a certificate signed by a the chief financial officer that (i) identifies such indebtedness and of the material terms Company setting forth the particulars of the Additional Notes including the aggregate principal amount or face amount thereof and (ii) states certifying that the obligations thereunder are designated as Secured Obligations; provided that no such designation shall be effective unless and until, and solely to the extent that, the commitments under the Credit Agreements shall have been reduced and the loans outstanding thereunder shall have been repaid, in each case to the extent required by issuance of Additional Notes complies with the terms of the Credit Agreements as a result of such Capital Markets Event ; provided further that if a designation of indebtedness constituting a Capital Markets Event shall have been made pursuant to (and in accordance with the terms of) (x) Section 22(b) of the U.S. Security Agreement or (y) Section 21(b) of the Canadian Security Agreement, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien GrantorIndenture. (b) Any Lien Grantor that is a Material Subsidiary of NNL may from time to time designate any indebtedness for borrowed money (other than indebtedness constituting a Capital Markets Event) owed by any Material Subsidiary of NNL or NNI to any Bank or any wholly-owned subsidiary of any Bank or any other financial institution and outstanding on December 20, 2001 or incurred pursuant to a commitment to extend credit in effect on such date or any extensions, renewals, replacements and refinancings thereof as an additional Secured Obligation by delivering to the Collateral Agent a certificate signed by a financial officer that (i) identifies such indebtedness and the material terms thereof and (ii) states that the obligations thereunder are designated as Secured Obligations; provided that the aggregate amount of indebtedness (without duplication) designated as "Designated Bank Debt" under this Agreement and any other security or guarantee document entered into by NNL, NNI and their Material Subsidiaries for the benefit of the Secured Parties will not exceed $300,000,000 in aggregate principal amount; provided further that if a designation of indebtedness for borrowed money shall have been made pursuant to (and in accordance with the terms of) (x) Section 22(c) of the U.S. Security Agreement or (y) Section 21(c) of the Canadian Security Agreement, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien Grantor.

Additional Secured Obligations. On the Effective Date, (ai) Any Lien Grantor any outstanding “Secured Hedging Obligation” under (and as defined in) the Existing Integris U.S. Security Agreement that is identified on Part A of Schedule 1 hereto and is owing to a Person who is a Lender or Lender Affiliate on the Effective Date and (ii) any “Secured Derivative Obligation” under (and as defined in) the Existing Ryerson U.S. Security Agreement that is identified on Part B of Schedule 1 hereto and is owing to a Person who is a Lender or Lender Affiliate on the Effective Date (collectively, the “Existing Secured Derivative Obligations”) shall (subject to delivery of the Existing Secured Derivative Certificate described in the immediately succeeding sentence) be deemed to be a Secured Derivative Obligation hereunder. In connection therewith (and as a condition thereto), the Company shall deliver to the Collateral Agent a certificate (an “Existing Secured Derivative Certificate”) to the effect specified in subclauses (iii) through (v), and clauses (b) and (c) below. Additionally, the Company may from time to time designate (subject to the requirements in clauses (b) and (c) of this Section 23) any indebtedness constituting a Capital Markets Event Credit Party’s Derivative Obligations as an additional “Secured Obligation Derivative Obligations” for purposes hereof by delivering to the Collateral Agent a certificate signed by a financial officer that Financial Officer of the Company (an “Additional Secured Obligation Certificate”) that: (i) identifies such indebtedness Derivative Obligation and the material terms related written agreement evidencing such Derivative Obligation (the “Derivative Contract”) (including the name and address of the counterparty thereto, the notional principal amount thereof and the expiration date thereof); (ii) states that such Derivative Obligation has been entered into in the obligations thereunder are course of the ordinary business practice of such Credit Party and not for speculative purposes; (iii) specifies, as of the date such Derivative Obligation is entered into (or in the case of any Existing Secured Derivative Obligation, as of the Effective Date), and after giving effect to designation of such Derivative Obligation as a First Secured Derivative Obligation or Second Secured Derivative Obligation hereunder, as the case may be, the aggregate Xxxx-to-Market Value of all Secured Derivative Obligations then currently designated as “First Secured Derivative Obligations; provided that no such designation shall be effective unless and until, and solely ” pursuant to this Section 23; (iv) specifies (subject to the extent that, the commitments under the Credit Agreements shall have been reduced and the loans outstanding thereunder shall have been repaid, in each case to the extent required by the terms requirements of the Credit Agreements clause (c) below) whether such Derivative Obligation will be designated as a result of such Capital Markets Event First Secured Derivative Obligation or a Second Secured Derivative Obligation hereunder; provided further that if a designation of indebtedness constituting a Capital Markets Event shall have been made pursuant to (and in accordance with the terms of) (x) Section 22(b) of the U.S. Security Agreement or (y) Section 21(b) of the Canadian Security Agreement, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien Grantor.and (b) Any Lien Grantor that is a Material Subsidiary of NNL may from time to time designate any indebtedness for borrowed money (other than indebtedness constituting a Capital Markets Event) owed by any Material Subsidiary of NNL or NNI to any Bank or any wholly-owned subsidiary of any Bank or any other financial institution and outstanding on December 20, 2001 or incurred pursuant to a commitment to extend credit in effect on such date or any extensions, renewals, replacements and refinancings thereof as an additional Secured Obligation by delivering to the Collateral Agent a certificate signed by a financial officer that (i) identifies such indebtedness and the material terms thereof and (iiv) states that after giving effect to such designation the obligations thereunder are designated as Secured Obligations; provided that the aggregate amount of indebtedness (without duplication) designated as "Designated Bank Debt" under this Agreement and any other security or guarantee document entered into by NNL, NNI and their Material Subsidiaries for the benefit of the Secured Parties U.S. Total Outstanding Amount will not exceed $300,000,000 in aggregate principal amount; provided further that if a designation of indebtedness for borrowed money shall have been made pursuant to (and in accordance with the terms of) (x) Section 22(c) of the U.S. Security Agreement or (y) Section 21(c) of the Canadian Security Agreement, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien GrantorMaximum Availability.

Additional Secured Obligations. (a) Any Lien Grantor On or after the date hereof, the Issuers may from time to time designate any indebtedness constituting a Capital Markets Event additional First Lien Obligations as an additional Secured Obligation Obligations hereunder (the “Additional Secured Obligations”) by delivering to the Collateral Agent (a) a certificate signed by the chief financial officer of the Issuers (i) identifying the obligations so designated and the aggregate principal amount or face amount thereof, stating that such obligations are designated as Additional Secured Obligations for purposes hereof, (ii) representing that such designation of such obligations as Additional Secured Obligations complies with the terms of the Indenture and (iii) specifying the name and address of the Authorized Representative for such obligations; and (b) a fully executed Additional Secured Creditor Joinder (in the form attached as Schedule D). Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall act as agent under and subject to the terms of this Agreement for the benefit of all Secured Creditors, including any Additional Secured Creditors that hold any such Additional Secured Obligations, and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Collateral Agent as agent for the holders of such Additional Secured Obligations as set forth in the Additional Secured Creditor Joinder, and the Authorized Representative providing such Additional Secured Creditor Joinder shall, on behalf of itself and each Additional Secured Creditor it represents, be bound by this Agreement. For purposes of this Agreement, all Obligations arising under or in connection with the Notes (including Additional Notes and Exchange Notes) constitute Note Obligations rather than Additional Secured Obligations; however upon the issuance of Additional Notes, the Issuers shall deliver to the Collateral Agent a certificate signed by a the chief financial officer that (i) identifies such indebtedness and of the material terms Issuers setting forth the particulars of the Additional Notes including the aggregate principal amount or face amount thereof and (ii) states certifying that the obligations thereunder are designated as Secured Obligations; provided that no such designation shall be effective unless and until, and solely to the extent that, the commitments under the Credit Agreements shall have been reduced and the loans outstanding thereunder shall have been repaid, in each case to the extent required by issuance of First Lien Obligations complies with the terms of the Credit Agreements as a result of such Capital Markets Event ; provided further that if a designation of indebtedness constituting a Capital Markets Event shall have been made pursuant to (and in accordance with the terms of) (x) Section 22(b) of the U.S. Security Agreement or (y) Section 21(b) of the Canadian Security Agreement, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien GrantorIndenture. (b) Any Lien Grantor that is a Material Subsidiary of NNL may from time to time designate any indebtedness for borrowed money (other than indebtedness constituting a Capital Markets Event) owed by any Material Subsidiary of NNL or NNI to any Bank or any wholly-owned subsidiary of any Bank or any other financial institution and outstanding on December 20, 2001 or incurred pursuant to a commitment to extend credit in effect on such date or any extensions, renewals, replacements and refinancings thereof as an additional Secured Obligation by delivering to the Collateral Agent a certificate signed by a financial officer that (i) identifies such indebtedness and the material terms thereof and (ii) states that the obligations thereunder are designated as Secured Obligations; provided that the aggregate amount of indebtedness (without duplication) designated as "Designated Bank Debt" under this Agreement and any other security or guarantee document entered into by NNL, NNI and their Material Subsidiaries for the benefit of the Secured Parties will not exceed $300,000,000 in aggregate principal amount; provided further that if a designation of indebtedness for borrowed money shall have been made pursuant to (and in accordance with the terms of) (x) Section 22(c) of the U.S. Security Agreement or (y) Section 21(c) of the Canadian Security Agreement, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien Grantor.

Additional Secured Obligations. (a) Any Lien Grantor may Subject to the requirements set forth in clauses (b) and (c) of this Section 20, the Borrower from time to time may designate (i) any indebtedness constituting Derivative Obligation as a Capital Markets Event “Secured Derivative Obligation”, (ii) any Bi-Lateral Letter of Credit Obligation as an additional a “Secured Bi-Lateral Letter of Credit Obligation”, (iii) any Cash Management Obligation as a “Secured Cash Management Obligation” or (iv) any Vendor Financing Obligation as a “Secured Vendor Financing Obligation”, for purposes hereof by delivering to the Collateral Agent a certificate signed by a financial officer Financial Officer (an “Additional Secured Obligation Certificate”) that (iA) identifies (1) in the case of Derivative Obligations, such indebtedness Derivative Obligation and the material terms related Derivative Contract (including the name and address of the counterparty thereto, the notional principal amount thereof and the expiration date thereof), (ii2) in the case of Bi-Lateral Letter of Credit Obligations, such Bi-Lateral Letter of Credit Obligation and the related Bi-Lateral Letter of Credit (including the name and address of the issuer of such Bi-Lateral Letter of Credit), (3) in the case of Cash Management Obligations, such Cash Management Obligation (including the name and address of the provider of the related cash management services) and (4) in the case of Vendor Financing Obligations, such Vendor Financing Obligation and the Related Additional Documents, (B) if with respect to a Derivative Obligation, (x) states that such Derivative Obligation has been entered into in the obligations thereunder are designated as Secured Obligations; provided that no such designation shall be effective unless and until, and solely to the extent that, the commitments under the Credit Agreements shall have been reduced and the loans outstanding thereunder shall have been repaid, in each case to the extent required by the terms course of the Credit Agreements as a result of such Capital Markets Event ; provided further that if a designation of indebtedness constituting a Capital Markets Event shall have been made pursuant to (and in accordance with the terms of) (x) Section 22(b) ordinary business practice of the U.S. Security Agreement or Borrower and not for speculative purposes, (y) Section 21(b) specifies, as of the Canadian Security Agreementdate such Derivative Obligation is entered into (or, if later, the date on which the related Additional Secured Obligation Certificate is delivered) (and after giving effect to its designation as a First Secured Derivative Obligation or Second Secured Derivative Obligation hereunder, as the case may be), the aggregate Mxxx-to-Market Value of all Secured Derivative Obligations then currently designated as “First Secured Derivative Obligations” pursuant to this Section 20 and (z) specifies (subject to the requirements of clause (c)) whether such Derivative Obligation will be designated indebtedness shall constitute as a First Secured Derivative Obligation or a Second Secured Derivative Obligation, (C) if with respect to a Bi-Lateral Letter of Credit Obligation, states the aggregate face amount of all Secured Bi-Lateral Letter of Credit Obligations (after giving effect to its designation as a Secured Obligation Bi-Lateral Letter of each Lien Grantor without any further action on Credit Obligation) and (D) if with respect to a Vendor Financing Obligation, states the part maximum committed principal amount (or non-interest amount payable) in respect of any Lien Grantorsuch Vendor Financing Obligations (after giving effect to its designation as a Secured Vendor Financing Obligation). (b) Any Lien Grantor that is No (i) Derivative Obligation shall be designated as a Material Subsidiary “Secured Derivative Obligation”, (ii) Bi-Lateral Letter of NNL may from time to time designate any indebtedness for borrowed money Credit Obligation shall be designated as a “Secured Bi-Lateral Letter of Credit Obligation”, (other than indebtedness constituting iii) Cash Management Obligation shall be designated as a Capital Markets Event“Secured Cash Management Obligation” or (iv) owed by any Material Subsidiary of NNL or NNI to any Bank or any wholly-owned subsidiary of any Bank or any other financial institution Vendor Financing Obligation shall be designated as a “Secured Vendor Financing Obligation”, in each case unless (and outstanding on December 20, 2001 or incurred pursuant to a commitment to extend credit the Borrower shall certify in effect on such date or any extensions, renewals, replacements and refinancings thereof as an additional the relevant Additional Secured Obligation by delivering Certificate that): (A) at or prior to the time the relevant Related Additional Documents were entered into, the Borrower and the Lender or Lender Affiliate party thereto expressly agreed in writing that the applicable obligations would constitute a “Secured Obligation” entitled to the benefits of the Security Documents and (B) the Lender or Lender Affiliate party thereto shall have delivered a notice to the Collateral Agent (or, in the case of a certificate signed Lender Affiliate, an instrument in form and substance reasonably satisfactory to the Collateral Agent) to the effect set forth in subclause (A) of this clause (b), and acknowledging and agreeing to be bound by the terms of this Agreement with respect to such Derivative Obligation, Bi-Lateral Letter of Credit Obligation, Cash Management Obligation or Vendor Financing Obligation, as applicable. (c) Notwithstanding anything to the contrary herein, (x) no Secured Derivative Obligation shall be designated as a financial officer that First Secured Derivative Obligation hereunder unless (and the Borrower shall certify in the relevant Additional Secured Obligation Certificate that): (i) identifies as of the date such indebtedness Derivative Obligation is entered into (and after giving effect to its designation as a First Secured Derivative Obligation), the material terms thereof and aggregate Mxxx-to-Market Value of all Secured Derivative Obligations then currently designated as First Secured Derivative Obligations shall not exceed $200,000,000, (ii) states at or prior to the time the relevant Derivative Contract was executed, the Borrower and the Lender or Lender Affiliate party thereto expressly agreed in writing that the obligations thereunder are such Derivative Obligation would be designated as a First Secured Obligations; provided that Derivative Obligation entitled to the benefits of the Security Documents, (y) no Bi-Lateral Letter of Credit Obligation shall be designated as a Secured Bi-Lateral Letter of Credit Obligation hereunder unless (and the Borrower shall certify in the Additional Secured Obligation Certificate that) as of the date of such designation (and after giving effect to its designation as a Secured Bi-Lateral Letter of Credit Obligation), the aggregate undrawn face amount of indebtedness (without duplication) designated as "Designated Bank Debt" under this Agreement and any all Bi-Lateral Letters of Credit the reimbursement or other security or guarantee document entered into by NNL, NNI and their Material Subsidiaries for the benefit payment obligations of the which constitute Secured Parties will Bi-Lateral Letter of Credit Obligations shall not exceed $300,000,000 in aggregate principal amount; provided further that if 125,000,000 and (z) no Vendor Financing Obligation shall be designated as a designation of indebtedness for borrowed money shall have been made pursuant to Secured Vendor Financing Obligation hereunder unless (and the Borrower shall certify in accordance with the terms ofAdditional Secured Obligation Certificate that) as of the date of such designation (x) Section 22(cand after giving effect to its designation as a Secured Vendor Financing Obligation), the maximum committed principal amount (or non-interest amount payable) of Secured Vendor Financing Obligations shall not exceed $250,000,000. (d) Anything to the U.S. Security Agreement or (y) Section 21(c) contrary contained herein notwithstanding, the Existing Bi-Lateral Letters of Credit shall be and be deemed to be Secured Bi-Lateral Letters of Credit for all purposes hereunder and under the Canadian Security Agreementother Loan Documents, then such designated indebtedness shall constitute a without the necessity of delivering an Additional Secured Obligation of each Lien Grantor without Certificate or any further action on the part of any Lien Grantorother documentation.

Additional Secured Obligations. (a) Any Lien Grantor On or after the date hereof, the Company may from time to time designate Additional Pari Passu Lien Indebtedness (as defined in the Indenture) of the Company or any indebtedness constituting a Capital Markets Event Guarantor permitted to be incurred as an additional “Pari Passu Obligations” under the Indenture, the First Lien Indenture and the Credit Agreement as Additional Secured Obligation Obligations by delivering to the Collateral Agent, each Authorized Representative and each First Lien Collateral Agent (a) a certificate signed by a the chief financial officer that of the Company (i) identifies such indebtedness identifying the Class of obligations so designated and the material terms thereof and aggregate principal amount or face amount thereof, stating that such Class of obligations is designated as an Additional Secured Obligation for purposes hereof, (ii) states representing that such designation of such Class of obligations as an Additional Secured Obligation complies with the terms of each of the Indenture, this Security Agreement, the First Lien Indenture, the First Lien Security Agreement and the Credit Agreement and (iii) specifying the name and address of the Authorized Representative for such Class of obligations, (b) a fully executed additional secured party joinder in the form attached as Annex II (“Additional Secured Party Joinder”) and (c) an opinion of counsel to the effect that the designation of such Class of obligations thereunder are designated as “Additional Secured Obligations; provided that no such designation shall be effective unless and until, and solely to the extent that, the commitments under the Credit Agreements shall have been reduced and the loans outstanding thereunder shall have been repaid, ” is in each case to the extent required by compliance with the terms of the Indenture, the First Lien Indenture and the Credit Agreements as a result Agreement. Each Authorized Representative agrees that upon the satisfaction of such Capital Markets Event ; provided further that if a designation of indebtedness constituting a Capital Markets Event shall have been made pursuant to (and all conditions set forth in accordance with the terms of) (x) Section 22(b) of the U.S. Security Agreement or (y) Section 21(b) of the Canadian Security Agreementpreceding sentence, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien Grantor. (b) Any Lien Grantor that is a Material Subsidiary of NNL may from time to time designate any indebtedness for borrowed money (other than indebtedness constituting a Capital Markets Event) owed by any Material Subsidiary of NNL or NNI to any Bank or any wholly-owned subsidiary of any Bank or any other financial institution and outstanding on December 20, 2001 or incurred pursuant to a commitment to extend credit in effect on such date or any extensions, renewals, replacements and refinancings thereof as an additional Secured Obligation by delivering to the Collateral Agent a certificate signed by a financial officer that (i) identifies such indebtedness shall act as agent under and subject to the material terms thereof and (ii) states that the obligations thereunder are designated as Secured Obligations; provided that the aggregate amount of indebtedness (without duplication) designated as "Designated Bank Debt" under this Security Agreement and any other security or guarantee document entered into by NNL, NNI and their Material Subsidiaries for the benefit of the all Pari Passu Lien Secured Parties will not exceed $300,000,000 (as defined in aggregate principal amount; provided further the Indenture), including without limitation, any Pari Passu Lien Secured Parties that if a designation of indebtedness for borrowed money shall have been made pursuant hold any such Additional Secured Obligations, and each Authorized Representative agrees to (the appointment, and in accordance with the terms of) (x) Section 22(c) acceptance of the U.S. Security Agreement or (y) Section 21(c) appointment, of the Canadian Collateral Agent as agent for the holders of such Additional Secured Obligations as set forth in each Additional Secured Party Joinder and agrees, on behalf of itself and each Additional Secured Party it represents, to be bound by this Security Agreement, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien Grantor.

Additional Secured Obligations. (a) Any The Collateral Agent will, as agent hereunder, perform its undertakings set forth in Section 3.1(a) with respect to each holder of Secured Obligations of a Series of Secured Debt that is issued or incurred after the date hereof that: (i) holds Secured Obligations that are identified as ABL Obligations, Priority Indebtedness Obligations or Second Lien Grantor may from time Obligations in accordance with the procedures set forth in Section 3.8(b); and (ii) signs, through its designated Secured Debt Representative identified pursuant to time Section 3.8(b), a Collateral Trust Accession. (b) Each of the Collateral Agent and the Secured Debt Representatives, for and on behalf of themselves and the Secured Parties represented by each of them, acknowledge and agree that the Issuer or any other Obligor will be permitted to designate any indebtedness constituting a Capital Markets Event as an additional Secured Obligation Parties hereunder each Person who is, or who becomes, the holder of ABL Obligations, Priority Indebtedness Obligations or Second Lien Obligations incurred by such Issuer or other Obligor after the date of this Agreement in accordance with the terms of the Secured Debt Documents. The Issuer or such other Obligor may effect such designation by delivering to the Collateral Agent a certificate signed by a financial officer that Agent, with copies to each previously identified Secured Debt Representative, each of the following: (i) identifies such indebtedness and an Officers’ Certificate stating that the material terms thereof and Issuer or applicable Obligor intends to incur additional Secured Obligations (“New Secured Obligations”) which will either constitute (A) ABL Obligations permitted by each applicable Secured Debt Document to be secured by an ABL Lien, (B) Priority Indebtedness Obligations permitted by each applicable Secured Debt Document to be secured by a Priority Lien on a pari passu basis with all previously existing Priority Indebtedness Obligations or (C) Second Lien Obligations permitted by each applicable Secured Debt Document to be secured with a Second Lien on a pari passu basis with all previously existing Second Lien Obligations; and (ii) states that a Collateral Trust Accession in the obligations thereunder are designated as form of Exhibit B hereto with respect to such New Secured Obligations; provided that no such designation shall . Notwithstanding the foregoing, nothing in this Agreement will be effective construed to allow the Issuer or any other Obligor to incur additional Indebtedness or permit to exist any Lien on all or any its property or assets, unless and until, and solely to the extent that, the commitments under the Credit Agreements shall have been reduced and the loans outstanding thereunder shall have been repaid, in each case to the extent required otherwise permitted by the terms of the Credit Agreements as a result of such Capital Markets Event ; provided further that if a designation of indebtedness constituting a Capital Markets Event shall have been made pursuant to (and in accordance with the terms of) (x) Section 22(b) of the U.S. Security Agreement or (y) Section 21(b) of the Canadian Security Agreement, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien GrantorDebt Documents. (b) Any Lien Grantor that is a Material Subsidiary of NNL may from time to time designate any indebtedness for borrowed money (other than indebtedness constituting a Capital Markets Event) owed by any Material Subsidiary of NNL or NNI to any Bank or any wholly-owned subsidiary of any Bank or any other financial institution and outstanding on December 20, 2001 or incurred pursuant to a commitment to extend credit in effect on such date or any extensions, renewals, replacements and refinancings thereof as an additional Secured Obligation by delivering to the Collateral Agent a certificate signed by a financial officer that (i) identifies such indebtedness and the material terms thereof and (ii) states that the obligations thereunder are designated as Secured Obligations; provided that the aggregate amount of indebtedness (without duplication) designated as "Designated Bank Debt" under this Agreement and any other security or guarantee document entered into by NNL, NNI and their Material Subsidiaries for the benefit of the Secured Parties will not exceed $300,000,000 in aggregate principal amount; provided further that if a designation of indebtedness for borrowed money shall have been made pursuant to (and in accordance with the terms of) (x) Section 22(c) of the U.S. Security Agreement or (y) Section 21(c) of the Canadian Security Agreement, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien Grantor.

Additional Secured Obligations. (a) Any NNI, NNL and NNFI may from time to time designate its obligations under any Hedging Agreement (a "DESIGNATED HEDGING AGREEMENT") as an additional Secured Obligation for purposes hereof by delivering to the Collateral Agent a certificate signed by a financial officer that (i) identifies such Hedging Agreement, specifying the name and address of the other party thereto, the notional principal amount thereof and the expiration date thereof and (ii) states that NNI's, NNL's or NNFI's obligations, as applicable, thereunder are designated as Secured Obligations for purposes hereof. (b) NNI, NNL and any other Lien Grantor may from time to time designate any indebtedness constituting a Capital Markets Event ("DESIGNATED CAPITAL MARKETS DEBT") as an additional Secured Obligation for purposes hereof by delivering to the Collateral Agent a certificate signed by a financial officer that (i) identifies such indebtedness and the material terms thereof and (ii) states that the obligations thereunder are designated as Secured ObligationsObligations for purposes hereof; provided that no such designation shall be effective unless and until, and solely to the extent that, the commitments under the Credit Agreements shall have been reduced and the loans outstanding thereunder shall have been repaid, in each case to the extent required by the terms of the Credit Agreements as a result of such Capital Markets Event ; provided further that if a designation of indebtedness constituting a Capital Markets Event shall have been made pursuant to (and in accordance with the terms of) (x) Section 22(b) of the U.S. Security Agreement or (y) Section 21(b) of the Canadian Security Agreement, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien GrantorEvent. (bc) Any Lien Grantor that is a Material Subsidiary of NNI or NNL may from time to time designate any indebtedness for borrowed money (other than indebtedness constituting a Capital Markets Event) owed by any Material Subsidiary of NNI or NNL or NNI to any Bank or any wholly-owned subsidiary of any Bank or any other financial institution and outstanding on December 20, 2001 or incurred pursuant to a commitment to extend credit in effect on such date or any extensions, renewals, replacements and refinancings thereof ("DESIGNATED BANK DEBT") as an additional Secured Obligation for purposes hereof by delivering to the Collateral Agent a certificate signed by a financial officer that (i) identifies such indebtedness and the material terms thereof and (ii) states that the such Lien Grantor's obligations thereunder are designated as Secured ObligationsObligations for purposes hereof; provided that the aggregate amount of indebtedness (without duplication) designated as "Designated Bank Debt" under this Agreement and any other security or guarantee document entered into by NNL, NNI and their respective Material Subsidiaries for the benefit of the Secured Parties will not exceed $300,000,000 in aggregate principal amount; provided further that if a designation of indebtedness for borrowed money shall have been made pursuant to (and in accordance with the terms of) (x) Section 22(c) of the U.S. Security Agreement or (y) Section 21(c) of the Canadian Security Agreement, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien Grantor.

Additional Secured Obligations. (a) Any Lien Grantor On or after the date hereof, the Issuer may from time to time designate additional Indebtedness of the Issuer or any indebtedness constituting Guarantor permitted to be incurred under the Indenture and each then extant Additional Secured Debt Agreement and to be secured by a Capital Markets Event Lien on the Pledged Collateral, Foreign Collateral or Mortgaged Property permitted by the Indenture and each then extant Additional Secured Debt Agreement as an Additional Secured Obligations and as additional Secured Obligation Obligations hereunder by delivering to the Collateral Agent and each Authorized Representative (a) a certificate signed by a financial officer that an Officer of the Issuer (i) identifies such indebtedness identifying the obligations so designated and the material terms thereof aggregate principal amount or face amount thereof, stating that such obligations are designated as Additional Secured Obligations and Secured Obligations for purposes hereof and the Indenture, (ii) states representing that such designation of such obligations as Additional Secured Obligations complies with the terms of each of the Secured Agreements and (iii) specifying the name and address of the Authorized Representative for such obligations, (b) except in the case of any Additional Notes, a fully executed Additional Secured Party Joinder (in the form attached as Exhibit 11); and (c) an Opinion of Counsel to the effect that the designation of such obligations thereunder are designated as “Additional Secured Obligations; provided that no such designation shall be effective unless and until, and solely to the extent that, the commitments under the Credit Agreements shall have been reduced and the loans outstanding thereunder shall have been repaid, ” is in each case to the extent required by compliance with the terms of the Credit Agreements as a result Indenture and each then extant Additional Secured Debt Agreement. Each Authorized Representative agrees that upon the satisfaction of such Capital Markets Event ; provided further that if a designation of indebtedness constituting a Capital Markets Event shall have been made pursuant to (and all conditions set forth in accordance with the terms of) (x) Section 22(b) of the U.S. Security Agreement or (y) Section 21(b) of the Canadian Security Agreementpreceding sentence, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien Grantor. (b) Any Lien Grantor that is a Material Subsidiary of NNL may from time to time designate any indebtedness for borrowed money (other than indebtedness constituting a Capital Markets Event) owed by any Material Subsidiary of NNL or NNI to any Bank or any wholly-owned subsidiary of any Bank or any other financial institution and outstanding on December 20, 2001 or incurred pursuant to a commitment to extend credit in effect on such date or any extensions, renewals, replacements and refinancings thereof as an additional Secured Obligation by delivering to the Collateral Agent a certificate signed by a financial officer that (i) identifies such indebtedness shall act as agent under and subject to the material terms thereof and (ii) states that the obligations thereunder are designated as Secured Obligations; provided that the aggregate amount of indebtedness (without duplication) designated as "Designated Bank Debt" under this Agreement and any other security or guarantee document entered into by NNL, NNI and their Material Subsidiaries for the benefit of the all Secured Parties, including without limitation, any Secured Parties will not exceed $300,000,000 in aggregate principal amount; provided further that if a designation of indebtedness for borrowed money shall have been made pursuant hold any such Additional Secured Obligations, and each Authorized Representative agrees to (the appointment, and in accordance with the terms of) (x) Section 22(c) acceptance of the U.S. Security Agreement or (y) Section 21(c) appointment, of the Canadian Security Collateral Agent as agent for the holders of such Additional Secured Obligations as set forth in each Additional Secured Party Joinder and agrees, on behalf of itself and each Additional Secured Party it represents, to be bound by this Agreement, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien Grantor.

Additional Secured Obligations. (a) Any Lien Grantor may from If at any time Navistar Financial desires to time designate any indebtedness constituting a Capital Markets Event of its proposed or existing Indebtedness or other obligations as an additional Additional Secured Obligation by delivering for purposes hereof (other than any Additional Short-Term Debt), Navistar Financial shall deliver to the Collateral Trustee (and concurrently deliver to the Administrative Agent for distribution to each of the Lenders) a certificate signed by a financial officer Responsible Officer which shall (x) identify such proposed or existing Indebtedness or other obligation, (y) certify that the designation thereof as an Additional Secured Obligation is not prohibited by any provision of any Secured Instrument and (z) specify the name and address of the proposed or existing holder or holders of each Additional Secured Obligation so designated or of an Indenture Trustee, agent or other duly authorized representative of such holder or holders designated in accordance with Section 7.11(b). Unless the Trustee (at the written direction of the Administrative Agent) or the Administrative Agent, by no later than the ninth Domestic Business Day following the receipt of such certificate by the Trustee or the Administrative Agent, notifies Navistar Financial that the Required Lenders have determined that such designation is prohibited by the Credit Agreement or the 364-Day Credit Agreement, such Indebtedness or other obligation shall be, from and after the later of (i) identifies the tenth Domestic Business Day after the receipt of such indebtedness and certificate by the material terms thereof Trustee and (ii) states that the obligations thereunder are designated as incurrence of such Indebtedness or other obligation, an Additional Secured ObligationsObligation for purposes of this Agreement; provided that no in the case of any such designation Indebtedness in a principal amount of $25,000,000 or less, such Indebtedness shall be, from and after the later of (i) the date of the receipt of such certificate by the Trustee and (ii) the incurrence of such Indebtedness, an Additional Secured Obligation for purposes of this Agreement. The proviso to the immediately preceding sentence shall be effective unless and until, and solely applicable during each fiscal year of Navistar Financial only to the extent that, that the commitments under the Credit Agreements shall have been reduced and the loans outstanding thereunder shall have been repaid, in each case to the extent required by the terms aggregate principal amount of the Credit Agreements Indebtedness designated as a result of Additional Secured Obligations during such Capital Markets Event ; provided further that if a designation of indebtedness constituting a Capital Markets Event shall have been made pursuant to (and in accordance with the terms of) (x) Section 22(b) of the U.S. Security Agreement or (y) Section 21(b) of the Canadian Security Agreement, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien Grantorfiscal year does not exceed $100,000,000. (b) Any Lien Grantor that is a Material Subsidiary of NNL may from If at any time Navistar Financial desires to time designate any indebtedness for borrowed money (other than indebtedness constituting a Capital Markets Event) owed by any Material Subsidiary of NNL or NNI to any Bank or any whollyAdditional Short-owned subsidiary of any Bank or any other financial institution and outstanding on December 20, 2001 or incurred pursuant to a commitment to extend credit in effect on such date or any extensions, renewals, replacements and refinancings thereof Term Debt as an additional Additional Secured Obligation by delivering for purposes hereof, Navistar Financial shall deliver to the Collateral Trustee (and concurrently deliver to the Administrative Agent for distribution to each of the Lenders) a certificate signed by a financial officer Responsible Officer which shall (w) state that Navistar Financial proposes to issue commercial paper and/or to incur other Additional Short-Term Debt owing to one or more banks, (x) specify the name and address of each Person acting as a dealer with respect to any such commercial paper, (y) certify that the designation of such Additional Short-Term Debt as an Additional Secured Obligation is not prohibited by any provision of any Secured Instrument and that, after giving effect to the issuance or incurrence thereof, the aggregate amount of the unused commitments under (or, if less, the amount actually available to be borrowed or received in connection with a purchase under) the Credit Agreement, the 364-Day Credit Agreement, the TRIP Receivables Purchase Agreement and all Permitted Receivables Sales Agreements shall be sufficient (taking into account any scheduled terminations of any such commitments) to provide funds to repay in full at maturity the aggregate outstanding principal or face amount of all Additional Secured Obligations constituting Additional Short-Term Debt and (z) specify the name and address of each bank (other than a Lender) to which any such other Additional Short-Term Debt is owing or proposed to be owing. Such commercial paper (if issued through a dealer so specified) and such other Additional Short-Term Debt (if owing to a Lender or another bank so specified) shall be, from and after the later of (i) identifies the date of the receipt of such indebtedness and certificate by the material terms thereof Trustee and (ii) states that the obligations thereunder are designated as issuance or incurrence thereof, Additional Secured Obligations; provided that the aggregate amount Obligations for purposes of indebtedness (without duplication) designated as "Designated Bank Debt" under this Agreement and any other security or guarantee document entered into by NNL, NNI and their Material Subsidiaries for the benefit of the Secured Parties will not exceed $300,000,000 in aggregate principal amount; provided further that if a designation of indebtedness for borrowed money shall have been made pursuant to (and in accordance with the terms of) (x) Section 22(c) of the U.S. Security Agreement or (y) Section 21(c) of the Canadian Security Agreement, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien Grantor.

Additional Secured Obligations. If at any time after the date hereof Citizens desires to (ax) Any Lien Grantor may from time to time designate enter into a loan or credit agreement or an Interest Rate Agreement, in each case, which would be secured hereby and designated as a Subsequent Credit Agreement or Secured Interest Rate Agreement, respectively, or (y) incur or issue any proposed indebtedness constituting or other obligations which would be secured hereby and designated as a Capital Markets Event as an additional Junior Secured Obligation by delivering Obligation, Citizens shall deliver to the Collateral Agent Trustee (and concurrently to each Secured Party Representative) a certificate signed by a financial officer that the Executive Director of Citizens, which shall (i) identifies identify, and describe in reasonable detail the terms of, such indebtedness and the material terms thereof and proposed Subsequent Credit Agreement, Secured Interest Rate Agreement or Junior Secured Obligation, (ii) states certify that the obligations thereunder are designated designation thereof as a Subsequent Credit Agreement, Secured Obligations; provided that no such designation shall be effective unless Interest Rate Agreement or Junior Secured Obligation, as the case may be, is not prohibited by any provision of any Secured Instrument then in effect and until, (iii) specify the name and solely the address for notices to the extent thatproposed holder or holders of each such proposed additional Secured Obligation so designated (or, in the case of any Subsequent Credit Agreement, the commitments under the Credit Agreements shall have been reduced and the loans outstanding thereunder shall have been repaidproposed Bank Agent thereunder, and, in each the case of Junior Secured Obligations in respect of which a trustee or agent will be appointed to act for the extent required benefit or on behalf of the holders thereof, such proposed trustee or agent). Unless the Collateral Trustee, by no later than the fifteenth Business Day following the receipt of such certificate by the terms Collateral Trustee, notifies Citizens that the Collateral Trustee has received notice from any Secured Party Representative stating that such proposed designation is prohibited by the relevant Secured Instrument (which notice the Collateral Trustee shall promptly distribute to Citizens and each Secured Party Representative), such proposed loan or credit agreement or Interest Rate Agreement or other indebtedness or other obligation shall be, from and after the later of (a) the Credit Agreements as a result sixteenth Business Day after the receipt of such Capital Markets Event ; provided further that if a designation of indebtedness constituting a Capital Markets Event shall have been made pursuant to (certificate by the Collateral Trustee and in accordance with the terms of) (x) Section 22(b) of the U.S. Security Agreement or (y) Section 21(b) of the Canadian Security Agreement, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien Grantor. (b) Any Lien Grantor that is the date of execution of such agreement, a Material Subsidiary Subsequent Credit Agreement, Secured Interest Rate Agreement or Junior Secured Obligation, as so proposed to be designated, for purposes of NNL may this Agreement. In addition, such Subsequent Credit Agreement, such Secured Interest Rate Agreement and each agreement or instrument evidencing such Junior Secured Obligation shall be, from time to time designate any indebtedness for borrowed money (other than indebtedness constituting a Capital Markets Event) owed by any Material Subsidiary of NNL or NNI to any Bank or any wholly-owned subsidiary of any Bank or any other financial institution and outstanding on December 20, 2001 or incurred pursuant to a commitment to extend credit in effect on after such date or any extensionsuntil the termination thereof and the payment of all amounts payable thereunder, renewals, replacements a Secured Instrument (and refinancings thereof as an shall be listed in Schedule I hereto) for purposes of this Agreement. Citizens shall also cause the Secured Party Representative in respect of such additional Secured Obligation by delivering Obligations to sign a counterpart of this Agreement (including a revised Schedule I) agreeing to and acknowledging the provisions of this Agreement and shall promptly provide a copy thereof to the Collateral Agent a certificate signed by a financial officer that (i) identifies such indebtedness and the material terms thereof and (ii) states that the obligations thereunder are designated as Secured Obligations; provided that the aggregate amount of indebtedness (without duplication) designated as "Designated Bank Debt" under this Agreement and any other security or guarantee document entered into by NNL, NNI and their Material Subsidiaries for the benefit of the Secured Parties will not exceed $300,000,000 in aggregate principal amount; provided further that if a designation of indebtedness for borrowed money shall have been made pursuant to (and in accordance with the terms of) (x) Section 22(c) of the U.S. Security Agreement or (y) Section 21(c) of the Canadian Security Agreement, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien GrantorTrustee.

Additional Secured Obligations. (a) Any Lien Grantor On or after the date hereof, the Issuer may from time to time designate additional Indebtedness of the Issuer or any indebtedness constituting Guarantor permitted to be incurred under the Indenture and to be secured by a Capital Markets Event Lien on the Pledged Collateral, Foreign Collateral or Mortgaged Property permitted by the Indenture as an Additional Secured Obligations and as additional Secured Obligation Obligations hereunder by delivering to the Collateral Agent and each Authorized Representative (a) a certificate signed by a financial officer that an Officer of the Issuer (i) identifies such indebtedness identifying the obligations so designated and the material terms thereof aggregate principal amount or face amount thereof, stating that such obligations are designated as Additional Secured Obligations and Secured Obligations for purposes hereof, (ii) states representing that such designation of such obligations as Additional Secured Obligations complies with the terms of each of the Secured Agreements and (iii) specifying the name and address of the Authorized Representative for such obligations, (b) a fully executed Additional Secured Party Joinder (in the form attached as Exhibit 11); and (c) an Opinion of Counsel to the effect that the designation of such obligations thereunder are designated as “Additional Secured Obligations; provided that no such designation shall be effective unless and until, and solely to the extent that, the commitments under the Credit Agreements shall have been reduced and the loans outstanding thereunder shall have been repaid, ” is in each case to the extent required by compliance with the terms of the Credit Agreements as a result Indenture. Each Authorized Representative agrees that upon the satisfaction of such Capital Markets Event ; provided further that if a designation of indebtedness constituting a Capital Markets Event shall have been made pursuant to (and all conditions set forth in accordance with the terms of) (x) Section 22(b) of the U.S. Security Agreement or (y) Section 21(b) of the Canadian Security Agreementpreceding sentence, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien Grantor. (b) Any Lien Grantor that is a Material Subsidiary of NNL may from time to time designate any indebtedness for borrowed money (other than indebtedness constituting a Capital Markets Event) owed by any Material Subsidiary of NNL or NNI to any Bank or any wholly-owned subsidiary of any Bank or any other financial institution and outstanding on December 20, 2001 or incurred pursuant to a commitment to extend credit in effect on such date or any extensions, renewals, replacements and refinancings thereof as an additional Secured Obligation by delivering to the Collateral Agent a certificate signed by a financial officer that (i) identifies such indebtedness shall act as agent under and subject to the material terms thereof and (ii) states that the obligations thereunder are designated as Secured Obligations; provided that the aggregate amount of indebtedness (without duplication) designated as "Designated Bank Debt" under this Agreement and any other security or guarantee document entered into by NNL, NNI and their Material Subsidiaries for the benefit of the all Secured Parties, including without limitation, any Secured Parties will not exceed $300,000,000 in aggregate principal amount; provided further that if a designation of indebtedness for borrowed money shall have been made pursuant hold any such Additional Secured Obligations, and each Authorized Representative agrees to (the appointment, and in accordance with the terms of) (x) Section 22(c) acceptance of the U.S. Security Agreement or (y) Section 21(c) appointment, of the Canadian Security Collateral Agent as agent for the holders of such Additional Secured Obligations as set forth in each Additional Secured Party Joinder and agrees, on behalf of itself and each Additional Secured Party it represents, to be bound by this Agreement, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien Grantor.

Additional Secured Obligations. (a) Any Lien Grantor On or after the date hereof, iPCS may from time to time designate additional First Lien Obligations (as defined in the Indenture) of iPCS or any indebtedness constituting a Capital Markets Event Guarantor permitted to be incurred as an “First Lien Obligations” under the Indenture and the Second Lien Indenture as additional Secured Obligation Obligations hereunder (the “Additional Secured Obligations”) by delivering to the Collateral Agent, each Authorized Representative and the Second Lien Collateral Agent (a) a certificate signed by a the chief financial officer that of iPCS (i) identifies such indebtedness identifying the Class of obligations so designated and the material terms thereof and aggregate principal amount or face amount thereof, stating that such Class of obligations is designated as an Additional Secured Obligation for purposes hereof, (ii) states representing that such designation of such Class of obligations as an Additional Secured Obligation complies with the terms of each of the Secured Agreements and the Second Lien Indenture and (iii) specifying the name and address of the Authorized Representative for such Class of obligations, (b) a fully executed Additional Secured Party Joinder (in the form attached as Exhibit 7); and (c) an Opinion of Counsel to the effect that the designation of such Class of obligations thereunder are designated as “Additional Secured Obligations; provided that no such designation shall be effective unless and until, and solely to the extent that, the commitments under the Credit Agreements shall have been reduced and the loans outstanding thereunder shall have been repaid, ” is in each case to the extent required by compliance with the terms of the Credit Agreements as a result Indenture and the Second Lien Indenture. Each Authorized Representative agrees that upon the satisfaction of such Capital Markets Event ; provided further that if a designation of indebtedness constituting a Capital Markets Event shall have been made pursuant to (and all conditions set forth in accordance with the terms of) (x) Section 22(b) of the U.S. Security Agreement or (y) Section 21(b) of the Canadian Security Agreementpreceding sentence, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien Grantor. (b) Any Lien Grantor that is a Material Subsidiary of NNL may from time to time designate any indebtedness for borrowed money (other than indebtedness constituting a Capital Markets Event) owed by any Material Subsidiary of NNL or NNI to any Bank or any wholly-owned subsidiary of any Bank or any other financial institution and outstanding on December 20, 2001 or incurred pursuant to a commitment to extend credit in effect on such date or any extensions, renewals, replacements and refinancings thereof as an additional Secured Obligation by delivering to the Collateral Agent a certificate signed by a financial officer that (i) identifies such indebtedness shall act as agent under and subject to the material terms thereof and (ii) states that the obligations thereunder are designated as Secured Obligations; provided that the aggregate amount of indebtedness (without duplication) designated as "Designated Bank Debt" under this Agreement and any other security or guarantee document entered into by NNL, NNI and their Material Subsidiaries for the benefit of the all Secured Parties, including without limitation, any Secured Parties will not exceed $300,000,000 in aggregate principal amount; provided further that if a designation of indebtedness for borrowed money shall have been made pursuant hold any such Additional Secured Obligations, and each Authorized Representative agrees to (the appointment, and in accordance with the terms of) (x) Section 22(c) acceptance of the U.S. Security Agreement or (y) Section 21(c) appointment, of the Canadian Security Collateral Agent as agent for the holders of such Additional Secured Obligations as set forth in each Additional Secured Party Joinder and agrees, on behalf of itself and each Additional Secured Party it represents, to be bound by this Agreement, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien Grantor.

Additional Secured Obligations. (a) Any Lien Grantor On the Effective Date, any outstanding “Secured Hedging Obligation” under (and as defined in) the Existing Integris Canadian Security Agreement that is identified on Schedule 1 hereto and is owing to a Person who is a Lender or Lender Affiliate on the Effective Date (the “Existing Secured Derivative Obligations”) shall (subject to delivery of the Existing Secured Derivative Certificate described in the immediately succeeding sentence) be deemed to be a Secured Derivative Obligation hereunder. In connection therewith (and as a condition thereto), the Company shall deliver to the Collateral Agent a certificate (an “Existing Secured Derivative Certificate”) to the effect specified in subclauses (i) through (v), and clauses (b) and (c), below. Additionally, any Canadian Borrower may from time to time designate (subject to the requirements in clauses (b) and (c) of this Section 23) any indebtedness constituting a Capital Markets Event Canadian Grantor’s Derivative Obligations as an additional “Secured Obligation Derivative Obligations” for purposes hereof by delivering to the Collateral Agent a certificate signed by a financial officer that Financial Officer of the Company (an “Additional Secured Obligation Certificate”) that: (i) identifies such indebtedness Derivative Obligation and the material terms related written agreement evidencing such Derivative Obligation (the “Derivative Contract”) (including the name and address of the counterparty thereto, the notional principal amount thereof and the expiration date thereof); (ii) states that such Derivative Obligation has been entered into in the obligations thereunder are course of the ordinary business practice of such Canadian Grantor and not for speculative purposes; (iii) specifies, as of the date such Derivative Obligation is entered into (or in the case of an Existing Secured Derivative Obligation, as of the Effective Date), and after giving effect to its designation of such Derivative Obligation as a First Secured Derivative Obligation or Second Secured Derivative Obligation hereunder, as the case may be), the aggregate Xxxx-to-Market Value of all Secured Derivative Obligations then currently designated as “First Secured Derivative Obligations” pursuant to this Section 23; (iv) specifies (subject to the requirements of clause (c) below) whether such Derivative Obligation will be designated as a First Secured Derivative Obligation or a Second Secured Derivative Obligation hereunder; provided and (v) states that no after giving effect to such designation shall be effective unless and until, and solely to the extent that, the commitments under the Credit Agreements shall have been reduced and the loans outstanding thereunder shall have been repaid, in each case to the extent required by the terms of the Credit Agreements as a result of such Capital Markets Event ; provided further that if a designation of indebtedness constituting a Capital Markets Event shall have been made pursuant to (and in accordance with the terms of) (x) Section 22(b) of the U.S. Security Agreement or (y) Section 21(b) of the Canadian Security Agreement, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on Total Outstanding Amount will not exceed the part of any Lien GrantorCanadian Maximum Availability. (b) Any Lien Grantor that is Notwithstanding anything to the contrary herein, no Derivative Obligation (including any Existing Secured Derivative Obligation) shall be designated as a Material Subsidiary of NNL may from time to time designate any indebtedness for borrowed money “Secured Derivative Obligation” hereunder unless (other than indebtedness constituting a Capital Markets Event) owed by any Material Subsidiary of NNL or NNI to any Bank or any wholly-owned subsidiary of any Bank or any other financial institution and outstanding on December 20, 2001 or incurred pursuant to a commitment to extend credit the Company shall certify in effect on such date or any extensions, renewals, replacements and refinancings thereof as an additional the relevant Additional Secured Obligation by delivering Certificate or, in the case of clause (ii) below, in the Existing Secured Derivative Certificate, as the case may be, that): (i) at or prior to the time the relevant Derivative Contract was executed, the Canadian Grantor party thereto and the Lender or Lender Affiliate party thereto expressly agreed in writing that such Derivative Obligation would constitute a “Secured Derivative Obligation” entitled to the benefits of the Security Documents and (ii) the Lender or Lender Affiliate party thereto shall have delivered a notice to the Collateral Agent (or, in the case of a certificate signed by a financial officer that Lender Affiliate, an instrument in form and substance satisfactory to the Collateral Agent) to the effect set forth in subclause (i) identifies of this clause (b), and acknowledging and agreeing to be bound by the terms of this Agreement (including, without limitation, Section 24 hereof) with respect to such indebtedness Derivative Obligation. (c) Notwithstanding anything to the contrary herein, no Secured Derivative Obligation (including any Existing Secured Derivative Obligation) shall be designated as a First Secured Derivative Obligation hereunder unless (and the material terms thereof Company shall certify in the relevant Additional Secured Obligation Certificate or Existing Secured Derivative Certificate, as the case may be, that): (i) as of the date such Derivative Obligation is entered into (or, in the case of an Existing Secured Derivative Obligation, as of the Effective Date), after giving effect to its designation as a First Secured Derivative Obligation hereunder), the aggregate Xxxx-to-Market Value of all Secured Derivative Obligations then currently designated as First Secured Derivative Obligations together with all Secured Derivative Obligations (as defined in the U.S. Security Agreement) then currently designated as First Secured Derivative Obligations (as defined in the U.S. Security Agreement) shall not exceed US$50,000,000, and (ii) states at or prior to the time the relevant Derivative Contract was executed (or, in the case of any Existing Secured Derivative Obligation, on or prior to the Effective Date), the Canadian Grantor party thereto and the Lender or Lender Affiliate party thereto expressly agreed in writing that the obligations thereunder are such Derivative Obligation would be designated as a First Secured Obligations; provided that Derivative Obligation entitled to the aggregate amount of indebtedness (without duplication) designated as "Designated Bank Debt" under this Agreement and any other security or guarantee document entered into by NNL, NNI and their Material Subsidiaries for the benefit of the Secured Parties will not exceed $300,000,000 in aggregate principal amount; provided further that if a designation of indebtedness for borrowed money shall have been made pursuant to (and in accordance with the terms of) (x) Section 22(c) of the U.S. Security Agreement or (y) Section 21(c) benefits of the Canadian Security Agreement, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien GrantorDocuments.

Additional Secured Obligations. (a) Any Lien Grantor Pledgor may from time to time designate any indebtedness constituting permitted under clause 4.03(c)(i) of the Indenture (“Permitted Credit Facilities Indebtedness”) or indebtedness under a Capital Markets Event Hedging Agreement as an additional Secured Obligation for the purposes hereof by delivering to the Collateral Agent (A) a certificate signed by a financial officer an Officer that (i) identifies such indebtedness and the material terms thereof and (ii) states that the obligations thereunder are designated as Secured Obligations; provided that no such designation shall be effective unless Obligations for the purposes hereof and until, and solely to (B) an acknowledgment from the extent that, the commitments under the Credit Agreements shall have been reduced and the loans outstanding thereunder shall have been repaid, in each case to the extent required by the terms of the Credit Agreements as a result holders of such Capital Markets Event ; provided further that if a designation Permitted Credit Facilities Indebtedness (or an agent acting on their behalf) or from the applicable Hedging Counterparty in the form of indebtedness constituting a Capital Markets Event shall have been made pursuant to (and in accordance with the terms of) (x) Section 22(b) of the U.S. Security Agreement or (y) Section 21(b) of the Canadian Security Agreement, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien Grantor. (b) Any Lien Grantor that is a Material Subsidiary of NNL may from time to time designate any indebtedness for borrowed money (other than indebtedness constituting a Capital Markets Event) owed by any Material Subsidiary of NNL or NNI to any Bank or any wholly-owned subsidiary of any Bank or any other financial institution and outstanding on December 20, 2001 or incurred pursuant to a commitment to extend credit in effect on such date or any extensions, renewals, replacements and refinancings thereof as an additional Secured Obligation by delivering to the Collateral Agent a certificate signed by a financial officer that (i) identifies such indebtedness and the material terms thereof and (ii) states that the obligations thereunder are designated as Secured ObligationsExhibit 10 hereto; provided that the aggregate amount of indebtedness (without duplication) Permitted Credit Facilities Indebtedness designated as "Designated Bank Debt" under this Agreement and any other security Security Document shall at no time exceed an aggregate principal amount of $25,000,000 outstanding at any one time. (b) The holders of any Permitted Credit Facilities Indebtedness or guarantee document entered into by NNL, NNI and their Material Subsidiaries for the benefit any Hedging Counterparty under any Hedging Agreement shall not have any right whatsoever to do any of the Secured Parties will not exceed $300,000,000 in aggregate principal amount; provided further that if a designation of indebtedness for borrowed money shall have been made pursuant following: (i) exercise any rights or remedies with respect to the Pledged Collateral, including, without limitation, the right to (A) enforce any Liens or sell or otherwise foreclose on any portion of the Pledged Collateral, (B) request any action, institute any proceedings, exercise any voting rights, give any instructions, make any election, notice to account debtors or make collections with respect to all or any portion of the Pledged Collateral or (C) object to a release of any Guarantor under the Indenture or release of any Pledged Collateral from the Liens of any Security Document or consent to or otherwise approve any such release; (ii) demand, accept or obtain any Lien on any Collateral (except for Liens arising under, and subject to the terms of, this Agreement); (iii) vote in any Bankruptcy Case or similar proceeding in respect of the Pledgor or any of its Subsidiaries (any such proceeding, for purposes of this clause (a), a “Bankruptcy”) with respect to, or take any other actions concerning the Pledged Collateral; (iv) receive any proceeds from any sale, transfer or other disposition of any of the Pledged Collateral (except in accordance with the terms ofthis Agreement); (v) (x) Section 22(c) oppose any sale, transfer or other disposition of the U.S. Security Agreement Pledged Collateral; or (yvi) Section 21(c) seek, or object to the holders of the Canadian Security AgreementNotes seeking, then on an equal and ratable basis, any adequate protection or relief from the automatic stay with respect to the Pledged Collateral in any Bankruptcy; provided, however, that at such designated indebtedness time as the Notes have been paid in full and all Obligations under the Indenture have been satisfied the Collateral Agent shall constitute act at the direction of the remaining Secured Parties holding a majority of the principal amount of all outstanding Secured Obligation Obligations. Notwithstanding anything to the contrary contained herein, upon or at any time following the payment in full of each Lien Grantor without any further action on the part Notes and the satisfaction of any Lien Grantorall Obligations under the Indenture, the Collateral Agent may resign by giving 10 days’ notice to the remaining Secured Parties.

Additional Secured Obligations. (a) Any Lien Grantor The Company may from time to time (whether before or after the Restatement Date) designate (subject to the requirements in clauses (b) and (c) of this Section 23) any indebtedness constituting a Capital Markets Event Credit Party’s Derivative Obligations as an additional “Secured Obligation Derivative Obligations” for purposes hereof by delivering to the Collateral Agent a certificate signed by a financial officer that Financial Officer of the Company (an “Additional Secured Obligation Certificate”) that: (i) identifies such indebtedness Derivative Obligation and the material terms related written agreement evidencing such Derivative Obligation (the “Derivative Contract”) (including the name and address of the counterparty thereto, the notional principal amount thereof and the expiration date thereof); (ii) states that such Derivative Obligation has been entered into in the obligations thereunder are course of the ordinary business practice of such Credit Party and not for speculative purposes; (iii) specifies (subject to the requirements of clause (c) below) whether such Derivative Obligation will be designated as a First Secured Derivative Obligation or a Second Secured Derivative Obligation hereunder; (iv) specifies, as of the date such Derivative Obligation is entered into and after giving effect to designation of such Derivative Obligation as a First Secured Derivative Obligation or Second Secured Derivative Obligation hereunder, as the case may be, the aggregate Xxxx-to-Market Value of all Secured Derivative Obligations then currently designated as “First Secured Derivative Obligations” pursuant to this Section 23; provided and (v) states that no after giving effect to such designation shall be effective unless and until, and solely to the extent that, the commitments under the Credit Agreements shall have been reduced and the loans outstanding thereunder shall have been repaid, in each case to the extent required by the terms of the Credit Agreements as a result of such Capital Markets Event ; provided further that if a designation of indebtedness constituting a Capital Markets Event shall have been made pursuant to (and in accordance with the terms of) (x) Section 22(b) of the U.S. Security Agreement or (y) Section 21(b) of Total Outstanding Amount will not exceed the Canadian Security Agreement, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien GrantorU.S. Maximum Availability. (b) Any Lien Grantor No Derivative Obligation shall be designated as a “Secured Derivative Obligation” hereunder unless (i) at or prior to the time the relevant Derivative Contract was executed, the Credit Party party thereto and the Lender or Lender Affiliate party thereto expressly agreed in writing that is such Derivative Obligation would constitute a Material Subsidiary “Secured Derivative Obligation” entitled to the benefits of NNL may from time to time designate any indebtedness for borrowed money the Security Documents (other than indebtedness constituting a Capital Markets Event) owed by any Material Subsidiary of NNL or NNI to any Bank or any wholly-owned subsidiary of any Bank or any other financial institution and outstanding on December 20, 2001 or incurred pursuant to a commitment to extend credit the Company shall so certify in effect on such date or any extensions, renewals, replacements and refinancings thereof as an additional the relevant Additional Secured Obligation by delivering Certificate) and (ii) the Lender or Lender Affiliate party thereto shall have delivered a notice to the Collateral Agent (or, in the case of a certificate signed by a financial officer that Lender Affiliate, an instrument in form and substance satisfactory to the Collateral Agent) to the effect set forth in subclause (i) identifies of this clause (b), and acknowledging and agreeing to be bound by the terms of this Agreement (including, without limitation, Section 24 hereof) with respect to such indebtedness Derivative Obligation. (c) No Secured Derivative Obligation shall be designated as a First Secured Derivative Obligation hereunder unless (and the material terms thereof Company shall certify in the relevant Additional Secured Obligation Certificate that): (i) as of the date such Derivative Obligation is entered into, after giving effect to its designation as a First Secured Derivative Obligation hereunder, the aggregate Xxxx-to-Market Value of all Secured Derivative Obligations then currently designated as First Secured Derivative Obligations together with all Secured Derivative Obligations (as defined in the Canadian Security Agreement) then currently designated as First Secured Derivative Obligations (as defined in the Canadian Security Agreement), shall not exceed $50,000,000 and (ii) states at or prior to the time the relevant Derivative Contract was executed, the Credit Party party thereto and the Lender or Lender Affiliate party thereto expressly agreed in writing that the obligations thereunder are such Derivative Obligation would be designated as a First Secured Obligations; provided that Derivative Obligation entitled to the aggregate amount of indebtedness (without duplication) designated as "Designated Bank Debt" under this Agreement and any other security or guarantee document entered into by NNL, NNI and their Material Subsidiaries for the benefit benefits of the Secured Parties will not exceed $300,000,000 in aggregate principal amount; provided further that if a designation of indebtedness for borrowed money shall have been made pursuant to (and in accordance with the terms of) (x) Section 22(c) of the U.S. Security Agreement or (y) Section 21(c) of the Canadian Security Agreement, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien GrantorDocuments.

Additional Secured Obligations. (a) Any Lien Grantor may Subject to the requirements set forth in clauses (b) and (c) of this Section 20, the Borrower from time to time may designate any indebtedness constituting Derivative Obligation as a Capital Markets Event as an additional “Secured Obligation Derivative Obligation” for purposes hereof by delivering to the Collateral Agent a certificate signed by a financial officer Financial Officer (an “Additional Secured Obligation Certificate”) that (i) identifies such indebtedness Derivative Obligation and the material terms related Derivative Contract (including the name and address of the counterparty thereto, the notional principal amount thereof and the expiration date thereof), (ii) states that such Derivative Obligation has been entered into in the obligations thereunder are course of the ordinary business practice of the Borrower and not for speculative purposes, (iii) specifies, as of the date such Derivative Obligation is entered into (and after giving effect to its designation as a First Secured Derivative Obligation or Second Secured Derivative Obligation hereunder, as the case may be), the aggregate Xxxx-to-Market Value of all Secured Derivative Obligations then currently designated as “First Secured Derivative Obligations; provided that no such designation shall be effective unless and until” pursuant to this Section 20, and solely (iv) specifies (subject to the extent that, the commitments under the Credit Agreements shall have been reduced and the loans outstanding thereunder shall have been repaid, in each case to the extent required by the terms requirements of the Credit Agreements clause (c) below) whether such Derivative Obligation will be designated as a result of such Capital Markets Event ; provided further that if First Secured Derivative Obligation or a designation of indebtedness constituting a Capital Markets Event shall have been made pursuant to (and in accordance with the terms of) (x) Section 22(b) of the U.S. Security Agreement or (y) Section 21(b) of the Canadian Security Agreement, then such designated indebtedness shall constitute a Second Secured Derivative Obligation of each Lien Grantor without any further action on the part of any Lien Grantorhereunder. (b) Any Lien Grantor that is Notwithstanding anything to the contrary herein, no Derivative Obligation shall be designated as a Material Subsidiary of NNL may from time to time designate any indebtedness for borrowed money “Secured Derivative Obligation” hereunder unless (other than indebtedness constituting a Capital Markets Event) owed by any Material Subsidiary of NNL or NNI to any Bank or any wholly-owned subsidiary of any Bank or any other financial institution and outstanding on December 20, 2001 or incurred pursuant to a commitment to extend credit the Borrower shall certify in effect on such date or any extensions, renewals, replacements and refinancings thereof as an additional the relevant Additional Secured Obligation by delivering Certificate that): (i) at or prior to the time the relevant Derivative Contract was executed, the Borrower and the Lender or Lender Affiliate party thereto expressly agreed in writing that such Derivative Obligation would constitute a “Secured Derivative Obligation” entitled to the benefits of the Security Documents and (ii) the Lender or Lender Affiliate party thereto shall have delivered a notice to the Collateral Agent (or, in the case of a certificate signed by a financial officer that Lender Affiliate, an instrument in form and substance satisfactory to the Collateral Agent) to the effect set forth in subclause (i) identifies of this clause (b), and acknowledging and agreeing to be bound by the terms of this Agreement with respect to such indebtedness Derivative Obligation. (c) Notwithstanding anything to the contrary herein, no Secured Derivative Obligation shall be designated as a First Secured Derivative Obligation hereunder unless (and the material terms thereof Borrower shall certify in the relevant Additional Secured Obligation Certificate that): (i) as of the date such Derivative Obligation is entered into (and after giving effect to its designation as a First Secured Derivative Obligation), the aggregate Xxxx-to-Market Value of all Secured Derivative Obligations then currently designated as First Secured Derivative Obligations shall not exceed $75,000,000, and (ii) states at or prior to the time the relevant Derivative Contract was executed, the Borrower and the Lender or Lender Affiliate party thereto expressly agreed in writing that the obligations thereunder are such Derivative Obligation would be designated as a First Secured Obligations; provided that Derivative Obligation entitled to the aggregate amount of indebtedness (without duplication) designated as "Designated Bank Debt" under this Agreement and any other security or guarantee document entered into by NNL, NNI and their Material Subsidiaries for the benefit benefits of the Secured Parties will not exceed $300,000,000 in aggregate principal amount; provided further that if a designation of indebtedness for borrowed money shall have been made pursuant to (and in accordance with the terms of) (x) Section 22(c) of the U.S. Security Agreement or (y) Section 21(c) of the Canadian Security Agreement, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien GrantorDocuments.

Additional Secured Obligations. (a) Any Lien Grantor may Subject to the requirements set forth in clauses (b) and (c) of this Section 20, the Borrower from time to time may designate (i) any indebtedness constituting Derivative Obligation as a Capital Markets Event “Secured Derivative Obligation”, (ii) any Bi-Lateral Letter of Credit Obligation as an additional a “Secured Bi-Lateral Letter of Credit Obligation”, (iii) any Cash Management Obligation as a “Secured Cash Management Obligation” or (iv) any Vendor Financing Obligation as a “Secured Vendor Financing Obligation”, for purposes hereof by delivering to the Collateral Agent a certificate signed by a financial officer Financial Officer (an “Additional Secured Obligation Certificate”) that (iA) identifies (1) in the case of Derivative Obligations, such indebtedness Derivative Obligation and the material terms related Derivative Contract (including the name and address of the counterparty thereto, the notional principal amount thereof and the expiration date thereof), (ii2) in the case of Bi-Lateral Letter of Credit Obligations, such Bi-Lateral Letter of Credit Obligation and the related Bi-Lateral Letter of Credit (including the name and address of the issuer of such Bi-Lateral Letter of Credit), (3) in the case of Cash Management Obligations, such Cash Management Obligation (including the name and address of the provider of the related cash management services) and (4) in the case of Vendor Financing Obligations, such Vendor Financing Obligation and the Related Additional Documents, (B) if with respect to a Derivative Obligation, (x) states that such Derivative Obligation has been entered into in the obligations thereunder are designated as Secured Obligations; provided that no such designation shall be effective unless and until, and solely to the extent that, the commitments under the Credit Agreements shall have been reduced and the loans outstanding thereunder shall have been repaid, in each case to the extent required by the terms course of the Credit Agreements as a result of such Capital Markets Event ; provided further that if a designation of indebtedness constituting a Capital Markets Event shall have been made pursuant to (and in accordance with the terms of) (x) Section 22(b) ordinary business practice of the U.S. Security Agreement or Borrower and not for speculative purposes, (y) Section 21(b) specifies, as of the Canadian Security Agreementdate such Derivative Obligation is entered into (or, if later, the date on which the related Additional Secured Obligation Certificate is delivered) (and after giving effect to its designation as a First Secured Derivative Obligation or Second Secured Derivative Obligation hereunder, as the case may be), the aggregate Xxxx-to-Market Value of all Secured Derivative Obligations then currently designated as “First Secured Derivative Obligations” pursuant to this Section 20 and (z) specifies (subject to the requirements of clause (c)) whether such Derivative Obligation will be designated indebtedness shall constitute as a First Secured Derivative Obligation or a Second Secured Derivative Obligation, (C) if with respect to a Bi-Lateral Letter of Credit Obligation, states the aggregate face amount of all Secured Bi-Lateral Letter of Credit Obligations (after giving effect to its designation as a Secured Obligation Bi-Lateral Letter of each Lien Grantor without any further action on Credit Obligation) and (D) if with respect to a Vendor Financing Obligation, states the part maximum committed principal amount (or non-interest amount payable) in respect of any Lien Grantorsuch Vendor Financing Obligations (after giving effect to its designation as a Secured Vendor Financing Obligation). (b) Any Lien Grantor that is No (i) Derivative Obligation shall be designated as a Material Subsidiary “Secured Derivative Obligation”, (ii) Bi-Lateral Letter of NNL may from time to time designate any indebtedness for borrowed money Credit Obligation shall be designated as a “Secured Bi-Lateral Letter of Credit Obligation”, (other than indebtedness constituting iii) Cash Management Obligation shall be designated as a Capital Markets Event“Secured Cash Management Obligation” or (iv) owed by any Material Subsidiary of NNL or NNI to any Bank or any wholly-owned subsidiary of any Bank or any other financial institution Vendor Financing Obligation shall be designated as a “Secured Vendor Financing Obligation”, in each case unless (and outstanding on December 20, 2001 or incurred pursuant to a commitment to extend credit the Borrower shall certify in effect on such date or any extensions, renewals, replacements and refinancings thereof as an additional the relevant Additional Secured Obligation by delivering Certificate that): (A) at or prior to the time the relevant Related Additional Documents were entered into, the Borrower and the Lender or Lender Affiliate party thereto expressly agreed in writing that the applicable obligations would constitute a “Secured Obligation” entitled to the benefits of the Security Documents and (B) the Lender or Lender Affiliate party thereto shall have delivered a notice to the Collateral Agent (or, in the case of a certificate signed Lender Affiliate, an instrument in form and substance reasonably satisfactory to the Collateral Agent) to the effect set forth in subclause (A) of this clause (b), and acknowledging and agreeing to be bound by the terms of this Agreement with respect to such Derivative Obligation, Bi-Lateral Letter of Credit Obligation, Cash Management Obligation or Vendor Financing Obligation, as applicable. (c) Notwithstanding anything to the contrary herein, (x) no Secured Derivative Obligation shall be designated as a financial officer that First Secured Derivative Obligation hereunder unless (and the Borrower shall certify in the relevant Additional Secured Obligation Certificate that): (i) identifies as of the date such indebtedness Derivative Obligation is entered into (and after giving effect to its designation as a First Secured Derivative Obligation), the material terms thereof and aggregate Xxxx-to-Market Value of all Secured Derivative Obligations then currently designated as First Secured Derivative Obligations shall not exceed $150,000,000, (ii) states at or prior to the time the relevant Derivative Contract was executed, the Borrower and the Lender or Lender Affiliate party thereto expressly agreed in writing that the obligations thereunder are such Derivative Obligation would be designated as a First Secured Obligations; provided that Derivative Obligation entitled to the benefits of the Security Documents, (y) no Bi-Lateral Letter of Credit Obligation shall be designated as a Secured Bi-Lateral Letter of Credit Obligation hereunder unless (and the Borrower shall certify in the Additional Secured Obligation Certificate that) as of the date of such designation (and after giving effect to its designation as a Secured Bi-Lateral Letter of Credit Obligation), the aggregate undrawn face amount of indebtedness (without duplication) designated as "Designated Bank Debt" under this Agreement and any all Bi-Lateral Letters of Credit the reimbursement or other security or guarantee document entered into by NNL, NNI and their Material Subsidiaries for the benefit payment obligations of the which constitute Secured Parties will Bi-Lateral Letter of Credit Obligations shall not exceed $300,000,000 in aggregate principal amount; provided further that if 125,000,000 and (z) no Vendor Financing Obligation shall be designated as a designation of indebtedness for borrowed money shall have been made pursuant to Secured Vendor Financing Obligation hereunder unless (and the Borrower shall certify in accordance with the terms ofAdditional Secured Obligation Certificate that) as of the date of such designation (x) Section 22(cand after giving effect to its designation as a Secured Vendor Financing Obligation), the maximum committed principal amount (or non-interest amount payable) of Secured Vendor Financing Obligations shall not exceed $250,000,000. (d) Anything to the U.S. Security Agreement or (y) Section 21(c) contrary contained herein notwithstanding, the Existing Bi-Lateral Letters of Credit shall be and be deemed to be Secured Bi-Lateral Letters of Credit for all purposes hereunder and under the Canadian Security Agreementother Loan Documents, then such designated indebtedness shall constitute a without the necessity of delivering an Additional Secured Obligation of each Lien Grantor without Certificate or any further action on the part of any Lien Grantorother documentation.

Additional Secured Obligations. ‌ (a) Any The Collateral Agent will, as agent hereunder, perform its undertakings set forth in Section 3.1(a) with respect to each holder of Secured Obligations of a Series of Secured Debt that is issued or incurred after the date hereof that: (i) holds Secured Obligations that are identified as ABL Obligations, Priority Indebtedness Obligations or Second Lien Grantor may from time Obligations in accordance with the procedures set forth in Section 3.8(b); and (ii) signs, through its designated Secured Debt Representative identified pursuant to time Section 3.8(b), a Collateral Trust Accession. (b) Each of the Collateral Agent and the Secured Debt Representatives, for and on behalf of themselves and the Secured Parties represented by each of them, acknowledge and agree that the Issuer or any other Obligor will be permitted to designate any indebtedness constituting a Capital Markets Event as an additional Secured Obligation Parties hereunder each Person who is, or who becomes, the holder of ABL Obligations, Priority Indebtedness Obligations or Second Lien Obligations incurred by such Issuer or other Obligor after the date of this Agreement in accordance with the terms of the Secured Debt Documents. The Issuer or such other Obligor may effect such designation by delivering to the Collateral Agent a certificate signed by a financial officer that Agent, with copies to each previously identified Secured Debt Representative, each of the following:‌ (i) identifies such indebtedness and an Officers’ Certificate stating that the material terms thereof and Issuer or applicable Obligor intends to incur additional Secured Obligations (“New Secured Obligations”) which will either constitute (A) ABL Obligations permitted by each applicable Secured Debt Document to be secured by an ABL Lien, (B) Priority Indebtedness Obligations permitted by each applicable Secured Debt Document to be secured by a Priority Lien on a pari passu basis with all previously existing Priority Indebtedness Obligations or (C) Second Lien Obligations permitted by each applicable Secured Debt Document to be secured with a Second Lien on a pari passu basis with all previously existing Second Lien Obligations; and (ii) states that a Collateral Trust Accession in the obligations thereunder are designated as form of Exhibit B hereto with respect to such New Secured Obligations; provided that no such designation shall . Notwithstanding the foregoing, nothing in this Agreement will be effective construed to allow the Issuer or any other Obligor to incur additional Indebtedness or permit to exist any Lien on all or any its property or assets, unless and until, and solely to the extent that, the commitments under the Credit Agreements shall have been reduced and the loans outstanding thereunder shall have been repaid, in each case to the extent required otherwise permitted by the terms of the Credit Agreements as a result of such Capital Markets Event ; provided further that if a designation of indebtedness constituting a Capital Markets Event shall have been made pursuant to (and in accordance with the terms of) (x) Section 22(b) of the U.S. Security Agreement or (y) Section 21(b) of the Canadian Security Agreement, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien GrantorDebt Documents. (b) Any Lien Grantor that is a Material Subsidiary of NNL may from time to time designate any indebtedness for borrowed money (other than indebtedness constituting a Capital Markets Event) owed by any Material Subsidiary of NNL or NNI to any Bank or any wholly-owned subsidiary of any Bank or any other financial institution and outstanding on December 20, 2001 or incurred pursuant to a commitment to extend credit in effect on such date or any extensions, renewals, replacements and refinancings thereof as an additional Secured Obligation by delivering to the Collateral Agent a certificate signed by a financial officer that (i) identifies such indebtedness and the material terms thereof and (ii) states that the obligations thereunder are designated as Secured Obligations; provided that the aggregate amount of indebtedness (without duplication) designated as "Designated Bank Debt" under this Agreement and any other security or guarantee document entered into by NNL, NNI and their Material Subsidiaries for the benefit of the Secured Parties will not exceed $300,000,000 in aggregate principal amount; provided further that if a designation of indebtedness for borrowed money shall have been made pursuant to (and in accordance with the terms of) (x) Section 22(c) of the U.S. Security Agreement or (y) Section 21(c) of the Canadian Security Agreement, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien Grantor.

Additional Secured Obligations. (a) NNL or NNI may from time to time designate its obligations under any Hedging Agreement (a "DESIGNATED HEDGING AGREEMENT") as an additional Secured Obligation for purposes hereof by delivering to the Collateral Agent a certificate signed by a financial officer that (i) identifies such Hedging Agreement, specifying the name and address of the other party thereto, the notional principal amount thereof and the expiration date thereof and (ii) states that NNL's or NNI's obligations (as applicable) thereunder are designated as Secured Obligations for purposes hereof. (b) Any Lien Grantor may from time to time designate any indebtedness constituting a Capital Markets Event ("DESIGNATED CAPITAL MARKETS DEBT") as (i) an additional Secured Obligation or (ii) as an additional Guaranteed Obligation (other than for Designated Capital Markets Debt of such Lien Grantor) for purposes hereof by delivering to the Collateral Agent a certificate signed by a financial officer that (i) identifies such indebtedness and the material terms thereof and (ii) states that the obligations thereunder are designated as Secured ObligationsObligations and Guaranteed Obligations for purposes hereof; provided that no such designation shall be effective unless and until, and solely to the extent that, the commitments under the Credit Agreements shall have been reduced and the loans outstanding thereunder shall have been repaid, in each case to the extent required by the terms of the Credit Agreements as a result of such Capital Markets Event ; and provided further further, that if a designation of no Lien Grantor may designate any indebtedness constituting a Capital Markets Event shall have been made pursuant to owed by (and in accordance with the terms ofi) (x) Section 22(b) of the U.S. Security Agreement NNI or (yii) Section 21(b) any U.S. Subsidiary of the Canadian Security Agreement, then such designated indebtedness shall constitute NNI in either case as a Secured Guaranteed Obligation of each such Lien Grantor without any further action on if such Lien Grantor is a non-U.S. Subsidiary of NNI in the part case of any Lien Grantor(i) immediately above or a non-U.S. Subsidiary of such U.S. Subsidiary in the case of (ii) immediately above. (bc) Any Lien Grantor that is a Material Subsidiary of NNL or NNI may from time to time designate any indebtedness for borrowed money (other than indebtedness constituting a Capital Markets Event) owed by any Material Subsidiary of NNL or NNI to any Bank or any wholly-owned subsidiary of any Bank or any other financial institution and outstanding on December 20, 2001 or incurred pursuant to a commitment to extend credit in effect on such date or any extensions, renewals, replacements and refinancings thereof ("DESIGNATED BANK DEBT") as (i) an additional Secured Obligation or (ii) as an additional Guaranteed Obligation (other than for Designated Bank Debt of such Lien Grantor) for purposes hereof by delivering to the Collateral Agent a certificate signed by a financial officer that (i) identifies such indebtedness and the material terms thereof and (ii) states that the obligations thereunder are designated as Secured ObligationsObligations and Guaranteed Obligations for purposes hereof; provided that the aggregate amount of indebtedness (without duplication) designated as "Designated Bank Debt" under this Agreement and any other security or guarantee document entered into by NNL, NNI and their Material Subsidiaries for the benefit of the Secured Parties will not exceed $300,000,000 in aggregate principal amount; amount and provided further further, that if no Lien Grantor may designate any such indebtedness owed by any U.S. Subsidiary of NNI as a designation of indebtedness for borrowed money shall have been made pursuant to (and in accordance with the terms of) (x) Section 22(c) of the U.S. Security Agreement or (y) Section 21(c) of the Canadian Security Agreement, then such designated indebtedness shall constitute a Secured Guaranteed Obligation of each such Lien Grantor without any further action on the part if such Lien Grantor is a non-U.S. Subsidiary of any Lien Grantorsuch U.S. Subsidiary of NNI.

Additional Secured Obligations. (a) Any Lien Grantor After the date hereof, QSC may from time to time time, designate any indebtedness constituting a Capital Markets Event as other obligation as: (a) an additional Additional Senior Secured Obligation for purposes hereof (any such additional obligation including, for avoidance of doubt, all interest thereon (including Post-Petition Interest) and all other amounts payable by QSC in connection therewith, an "Additional Senior Secured Obligation") by delivering to the Collateral Agent (with a copy to the Senior Collateral Agent): (A) a certificate signed by the chief financial officer, chief accounting officer, treasurer or assistant treasurer (or a financial designee of any such officer that designated in writing by such officer) of QSC (i) identifies such indebtedness identifying the obligation so designated and the material terms thereof and aggregate principal or face amount thereof, stating that such obligation is designated as an Additional Senior Secured Obligation for purposes hereof, (ii) states stating whether such Additional Senior Secured Obligation is to be secured by the Transaction Liens granted for such purpose under this Agreement or by Liens granted pursuant to a separate Secured Agreement, (iii) stating whether such Additional Senior Secured Obligations are secured by all or a portion of the Collateral and, if a portion, which portion, (iv) specifying the name and address of the holder of such obligation or of a trustee, agent or similar representative designated to supply information with respect to such Additional Senior Secured Obligation to the Collateral Agent as contemplated by Section 16(f); and (iv) representing that, (v) all of the designated Additional Senior Secured Obligations constitute "Senior Debt" as defined in the Indenture, (w) the Liens granted to secure such Additional Senior Secured Obligations are "Permitted Collateral Liens" pursuant to clause (1) of the definition thereof in the Indenture and are permitted under all other Secured Agreements; (x) it has delivered any required notice to the Senior Collateral Agent and the 2004 QCII Notes Trustee of such obligations or Liens; (y) that the such obligations thereunder are or Liens have been designated as "Additional Senior Secured Obligations" under the Junior Security Agreement; and (z) until such time as the Senior Release Conditions are satisfied, (1) such obligation is permitted under the Credit Agreement, and (2) the Lien securing such obligation is permitted by the Credit Agreement, (B) until the Senior Release Conditions have been satisfied, to the extent such Additional Senior Secured Obligation is to be secured by Liens granted under Secured Agreements other than this Agreement, evidence reasonably satisfactory to the Collateral Agent that QSC has obtained any required approval by the "Administrative Agent" under (and as defined in) the Credit Agreement of the terms of such Secured Agreements rendering the Liens granted therein junior and subordinate to the Liens granted by the Senior Security Agreement, and (C) if such Additional Senior Secured Obligations are to be secured by the Transaction Liens granted for such purpose under this Agreement, an Additional Secured Party Consent, executed by the holder of such obligation, and otherwise, a copy of any Secured Agreement granting a Lien on any of the Collateral in favor of such designated Additional Senior Secured Obligations; provided that, no obligation of QSC shall be an Additional Senior Secured Obligation unless (a) such obligation constitutes "Senior Debt" under the Indenture and is permitted by any other Secured Agreements, and, until the Senior Release Conditions are satisfied, the Credit Agreement, (b) the Liens securing such obligation are "Permitted Collateral Liens" under (and as defined in) the Indenture (it being understood that any such obligations shall not cease to constitute Additional Senior Secured Obligations due solely to the release of the liens securing the 2004 QSC Guaranty Secured Obligations) and (c) such Liens are not prohibited by (i) any other Secured Agreements or (ii) until the Senior Release Conditions are satisfied, the Credit Agreement; and (b) an Additional Pari Passu Secured Obligation for purposes hereof (any such additional obligation including, for avoidance of doubt, all interest thereon (including Post-Petition Interest) and all other amounts payable by QSC in connection therewith, an "Additional Pari Passu Secured Obligation") by delivering to the Collateral Agent (with a copy to the Senior Collateral Agent): (A) a certificate signed by the chief financial officer, chief accounting officer, treasurer, assistant treasurer (or a designee of any such officer designated in writing by such officer) of QSC (i) identifying the obligation so designated and the aggregate principal or face amount thereof, stating that such obligation is designated as an Additional Pari Passu Secured Obligation for purposes hereof, (ii) stating whether such Additional Pari Passu Secured Obligation is to be secured by the Transaction Liens granted for such purpose under this Agreement or by Liens granted pursuant to a separate Secured Agreement, (iii) stating whether such Additional Pari Passu Secured Obligations are secured by all or a portion of the Collateral and, if a portion, which portion, (iv) specifying the name and address of the holder of such obligation or of a trustee, agent or similar representative designated to supply information with respect to such Additional Secured Obligation to the Collateral Agent as contemplated by Section 16(f), and (v) representing that, (w) the Liens granted to secure all Additional Pari Passu Secured Obligations are "Permitted Collateral Liens" under clause (3) of that definition under the Indenture and are permitted under any other Secured Agreements, (x) it has delivered any required notice to the Senior Collateral Agent and the 2004 QCII Notes Trustee of such obligations or Lien, (y) that such obligations or Liens have been designated as "Additional Senior Secured Obligations" under the Junior Security Agreement, and (z) until such time as the Senior Release Conditions are satisfied, (1) such obligation is permitted under the Credit Agreement, and (2) the Lien securing such obligation is permitted by the Credit Agreement, (B) until the Senior Release Conditions have been satisfied, to the extent such Additional Pari Passu Secured Obligation is to be secured by Liens granted under Secured Agreements other than this Agreement, evidence reasonably satisfactory to the Collateral Agent that QSC has obtained any required approval by the "Administrative Agent" under (and as defined in) the Credit Agreement of the terms of such Secured Agreements rendering the Liens granted therein junior and subordinate to the Liens granted by the Senior Security Agreement, and (C) if such Additional Pari Passu Secured Obligations are to be secured by the Transaction Liens granted for such purpose under this Agreement, an Additional Secured Party Consent, executed by the holder of such obligation, and otherwise, a copy of any Secured Agreement granting a Lien on any of the Collateral in favor of such designated Additional Pari Passu Secured Obligations; provided that no such designation obligation of QSC shall be effective an Additional Pari Passu Secured Obligation (a) if such obligation constitutes Subordinated Indebtedness under the Indenture, (b) unless and untilsuch obligation is permitted under any other Secured Agreements, and solely to until the extent thatSenior Release Conditions are satisfied, the commitments Credit Agreement, and (c) unless the Lien securing such obligation is a "Permitted Collateral Lien" under clause (3) of that definition under the Credit Indenture and is not prohibited under (i) any other Secured Agreements shall have been reduced and or (ii) until the loans outstanding thereunder shall have been repaidSenior Release Conditions are satisfied, in each case to the extent required by the terms of the Credit Agreements as a result of such Capital Markets Event ; provided further that if a designation of indebtedness constituting a Capital Markets Event shall have been made pursuant to (and in accordance with the terms of) (x) Section 22(b) of the U.S. Security Agreement or (y) Section 21(b) of the Canadian Security Agreement, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien Grantor. (bc) Any Lien Grantor that is a Material Subsidiary At any time, QSC may terminate its ability to designate Additional Senior Secured Obligations and/or Additional Pari Passu Secured Obligations by delivery of NNL may from time to time designate any indebtedness for borrowed money (other than indebtedness constituting a Capital Markets Event) owed by any Material Subsidiary of NNL or NNI to any Bank or any wholly-owned subsidiary of any Bank or any other financial institution and outstanding on December 20, 2001 or incurred pursuant to a commitment to extend credit in effect on such date or any extensions, renewals, replacements and refinancings written notice thereof as an additional Secured Obligation by delivering to the Collateral Agent a certificate signed and Senior Collateral Agent (provided, that, such termination shall not affect any Additional Senior Secured Obligations or Additional Pari Passu Secured Obligations previously designated by a financial officer that (i) identifies such indebtedness and the material terms thereof and (ii) states that the obligations thereunder are designated as Secured Obligations; provided that the aggregate amount of indebtedness (without duplication) designated as "Designated Bank Debt" under this Agreement and any other security or guarantee document entered into by NNL, NNI and their Material Subsidiaries for the benefit of the Secured Parties will not exceed $300,000,000 in aggregate principal amount; provided further that if a designation of indebtedness for borrowed money shall have been made pursuant to (and in accordance with the terms of) (x) Section 22(c) of the U.S. Security Agreement or (y) Section 21(c) of the Canadian Security Agreement, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien GrantorQSC).

Additional Secured Obligations. (a) Any Lien Grantor may Subject to the requirements set forth in clauses (b) and (c) of this Section 20, the Borrower from time to time may designate (i) any indebtedness constituting Derivative Obligation as a Capital Markets Event “Secured Derivative Obligation”, (ii) any Bi-Lateral Letter of Credit Obligation as an additional a “Secured Bi-Lateral Letter of Credit Obligation”, (iii) any Cash Management Obligation as a “Secured Cash Management Obligation” or (iv) any Vendor Financing Obligation as a “Secured Vendor Financing Obligation”, for purposes hereof by delivering to the Collateral Agent a certificate signed by a financial officer Financial Officer (an “Additional Secured Obligation Certificate”) that (iA) identifies (1) in the case of Derivative Obligations, such indebtedness Derivative Obligation and the material terms related Derivative Contract (including the name and address of the counterparty thereto, the notional principal amount thereof and the expiration date thereof), (ii2) in the case of Bi-Lateral Letter of Credit Obligations, such Bi-Lateral Letter of Credit Obligation and the related Bi-Lateral Letter of Credit (including the name and address of the issuer of such Bi-Lateral Letter of Credit), (3) in the case of Cash Management Obligations, such Cash Management Obligation (including the name and address of the provider of the related cash management services) and (4) in the case of Vendor Financing Obligations, such Vendor Financing Obligation and the Related Additional Documents, (B) if with respect to a Derivative Obligation, (x) states that such Derivative Obligation has been entered into in the obligations thereunder are designated as Secured Obligations; provided that no such designation shall be effective unless and until, and solely to the extent that, the commitments under the Credit Agreements shall have been reduced and the loans outstanding thereunder shall have been repaid, in each case to the extent required by the terms course of the Credit Agreements as a result of such Capital Markets Event ; provided further that if a designation of indebtedness constituting a Capital Markets Event shall have been made pursuant to (and in accordance with the terms of) (x) Section 22(b) ordinary business practice of the U.S. Security Agreement or Borrower and not for speculative purposes, (y) Section 21(b) specifies, as of the Canadian Security Agreementdate such Derivative Obligation is entered into (or, if later, the date on which the related Additional Secured Obligation Certificate is delivered) (and after giving effect to its designation as a First Secured Derivative Obligation or Second Secured Derivative Obligation hereunder, as the case may be), the aggregate Xxxx-to-Market Value of all Secured Derivative Obligations then currently designated as “First Secured Derivative Obligations” pursuant to this Section 20 and (z) specifies (subject to the requirements of clause (c)) whether such Derivative Obligation will be designated indebtedness shall constitute as a First Secured Derivative Obligation or a Second Secured Derivative Obligation, (C) if with respect to a Bi-Lateral Letter of Credit Obligation, states the aggregate face amount of all Secured Bi-Lateral Letter of Credit Obligations (after giving effect to its designation as a Secured Obligation Bi-Lateral Letter of each Lien Grantor without any further action on Credit Obligation) and (D) if with respect to a Vendor Financing Obligation, states the part maximum committed principal amount (or non-interest amount payable) in respect of any Lien Grantorsuch Vendor Financing Obligations (after giving effect to its designation as a Secured Vendor Financing Obligation). (b) Any Lien Grantor that is No (i) Derivative Obligation shall be designated as a Material Subsidiary “Secured Derivative Obligation”, (ii) Bi-Lateral Letter of NNL may from time to time designate any indebtedness for borrowed money Credit Obligation shall be designated as a “Secured Bi-Lateral Letter of Credit Obligation”, (other than indebtedness constituting iii) Cash Management Obligation shall be designated as a Capital Markets Event“Secured Cash Management Obligation” or (iv) owed by any Material Subsidiary of NNL or NNI to any Bank or any wholly-owned subsidiary of any Bank or any other financial institution Vendor Financing Obligation shall be designated as a “Secured Vendor Financing Obligation”, in each case unless (and outstanding on December 20, 2001 or incurred pursuant to a commitment to extend credit the Borrower shall certify in effect on such date or any extensions, renewals, replacements and refinancings thereof as an additional the relevant Additional Secured Obligation by delivering Certificate that): (A) at or prior to the time the relevant Related Additional Documents were entered into, the Borrower and the Lender or Lender Affiliate party thereto expressly agreed in writing that the applicable obligations would constitute a “Secured Obligation” entitled to the benefits of the Security Documents and (B) the Lender or Lender Affiliate party thereto shall have delivered a notice to the Collateral Agent (or, in the case of a certificate signed Lender Affiliate, an instrument in form and substance reasonably satisfactory to the Collateral Agent) to the effect set forth in subclause (A) of this clause (b), and acknowledging and agreeing to be bound by the terms of this Agreement with respect to such Derivative Obligation, Bi-Lateral Letter of Credit Obligation, Cash Management Obligation or Vendor Financing Obligation, as applicable. (c) Notwithstanding anything to the contrary herein, (x) no Secured Derivative Obligation shall be designated as a financial officer that First Secured Derivative Obligation hereunder unless (and the Borrower shall certify in the relevant Additional Secured Obligation Certificate that): (i) identifies as of the date such indebtedness Derivative Obligation is entered into (and after giving effect to its designation as a First Secured Derivative Obligation), the material terms thereof and aggregate Xxxx-to-Market Value of all Secured Derivative Obligations then currently designated as First Secured Derivative Obligations shall not exceed $150,000,000, (ii) states at or prior to the time the relevant Derivative Contract was executed, the Borrower and the Lender or Lender Affiliate party thereto expressly agreed in writing that the obligations thereunder are such Derivative Obligation would be designated as a First Secured Obligations; provided that Derivative Obligation entitled to the benefits of the Security Documents, (y) no Bi-Lateral Letter of Credit Obligation shall be designated as a Secured Bi-Lateral Letter of Credit Obligation hereunder unless (and the Borrower shall certify in the Additional Secured Obligation Certificate that) as of the date of such designation (and after giving effect to its designation as a Secured Bi-Lateral Letter of Credit Obligation), the aggregate undrawn face amount of indebtedness (without duplication) designated as "Designated Bank Debt" under this Agreement and any all Bi-Lateral Letters of Credit the reimbursement or other security or guarantee document entered into by NNL, NNI and their Material Subsidiaries for the benefit payment obligations of the which constitute Secured Parties will Bi-Lateral Letter of Credit Obligations shall not exceed $300,000,000 in aggregate principal amount; provided further that if 100,000,000 and (z) no Vendor Financing Obligation shall be designated as a designation of indebtedness for borrowed money shall have been made pursuant to Secured Vendor Financing Obligation hereunder unless (and the Borrower shall certify in accordance with the terms ofAdditional Secured Obligation Certificate that) as of the date of such designation (x) Section 22(cand after giving effect to its designation as a Secured Vendor Financing Obligation), the maximum committed principal amount (or non-interest amount payable) of Secured Vendor Financing Obligations shall not exceed $250,000,000. (d) Anything to the U.S. Security Agreement or (y) Section 21(c) contrary contained herein notwithstanding, the Existing Bi-Lateral Letters of Credit shall be and be deemed to be Secured Bi-Lateral Letters of Credit for all purposes hereunder and under the Canadian Security Agreementother Loan Documents, then such designated indebtedness shall constitute a without the necessity of delivering an Additional Secured Obligation of each Lien Grantor without Certificate or any further action on the part of any Lien Grantorother documentation.

Additional Secured Obligations. (a) Any Obligor may designate additional Indebtedness as “First Lien Grantor may from time to time designate any indebtedness constituting a Capital Markets Event as an additional Secured Obligation by delivering to the Collateral Agent a certificate signed by a financial officer that (i) identifies such indebtedness and the material terms thereof and (ii) states that the obligations thereunder are designated as Secured Obligations; provided that no such designation shall be effective unless and until, and solely ” or “Second Lien Obligations” to the extent that, such Indebtedness is incurred by such Obligor after the commitments under the Credit Agreements shall have been reduced and the loans outstanding thereunder shall have been repaid, in each case to the extent required by the terms date of the Credit Agreements as a result of such Capital Markets Event ; provided further that if a designation of indebtedness constituting a Capital Markets Event shall have been made pursuant to (and this Agreement in accordance with the terms ofof all applicable Documents (including in any event, the First Lien Documents and Second Lien Documents) (x) and this Agreement. No Series of Secured Obligations may be designated as both Second Lien Obligations and First Lien Obligations. It is understood and agreed that nothing in this Section 22(b) of 2.14 is intended to alter the U.S. Security Agreement or (y) priorities among Secured Creditors belonging to different Classes as provided in Section 21(b) of the Canadian Security Agreement, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien Grantor2.1. (b) Any Obligor may effect such designation by delivering to each Agent and each other Series Representative at least 10 Business Days on or before the date on which such additional Indebtedness is incurred each of the following: (i) an Officer’s Certificate stating that any one or more of the Obligors intends to incur additional Secured Claims (“Additional Secured Obligations”) which will either be (x) First Lien Grantor Obligations permitted by each applicable Document (including in any event, the First Lien Loan Agreement) to be secured by a First Lien equally and ratably (or as otherwise may be agreed by the relevant holders of the First Lien Obligations) with all previously existing and future First Lien Obligations or (y) Second Lien Obligations permitted by each applicable Document (including in any event the Indenture) to be secured with a Second Lien equally and ratably (or as otherwise may be agreed by the relevant holders of the Second Lien Obligations) with all previously existing and future Second Lien Obligations, provided, that nothing contained in this Section 2.14 shall permit the incurrence of (A) Additional Secured Obligations that are First Lien Obligations where the incurrence thereof could cause or cause an increase in the Excluded First Lien Obligations; or (B) Additional Secured Obligations that are Second Lien Obligations where the incurrence thereof would cause or cause an increase in Excluded Second Lien Obligations; the Officer’s Certificate shall attach copies of the material Documents relating to the proposed additional Indebtedness and a pro forma calculation of the Maximum First Lien Principal Amount or Maximum Second Lien Principal Amount after giving effect to the maximum amount of the proposed additional Indebtedness in sufficient detail to demonstrate compliance with this Agreement and the other Documents; (ii) an Officer’s Certificate stating that the applicable Obligors have duly authorized, executed (if applicable) and recorded (or caused to be recorded) in each appropriate governmental office all relevant filings and recordations to ensure that the Additional Secured Obligations are secured by the Collateral in accordance with the First Lien Documents or the Second Lien Documents, as applicable, creating such Additional Secured Obligations; and (iii) a written notice specifying the name and address of the Series Representative for such series of Additional Secured Obligations for purposes of Section 7.3. (c) Notwithstanding the foregoing, nothing in this Agreement will be construed to allow any Obligor to incur (a) additional Indebtedness unless such Indebtedness is expressly permitted by the terms of all applicable Documents or (b) any Indebtedness secured by Liens that are senior to the Liens securing the Second Lien Obligations and junior to the Liens securing the First Lien Obligations. (d) A person to be designated as a Material Subsidiary Series Representative for Additional Secured Obligations with respect to any Series of NNL may Secured Obligations hereunder must, prior to the effectiveness of such designation, sign an Intercreditor Agreement Joinder. Upon receipt of a fully executed Intercreditor Agreement Joinder, together with the documents required under this Section 2.14, each Agent shall acknowledge and accept the Intercreditor Agreement Joinder. (e) Each of the parties hereto (whether existing as of the date hereof or added hereto in accordance with the provisions of this Section 2.14, and including each Agent and Series Representative and by authorizing its Series Representative to execute and deliver an Intercreditor Agreement Joinder, each holder of Obligations in respect of Additional Secured Obligations) hereby agrees for the benefit of each of the other parties hereto from time to time designate any indebtedness for borrowed money (other than indebtedness constituting a Capital Markets Event) owed by any Material Subsidiary of NNL or NNI to any Bank or any wholly-owned subsidiary that, without limiting the right of any Bank holder of Obligations to waive or subordinate any other financial institution and outstanding on December 20, 2001 or incurred lien sharing right to which it is otherwise entitled (pursuant to a commitment to extend credit waiver or subordination agreement expressly set forth in effect on a written agreement enforceable against such date or any extensionsholder), renewals, replacements and refinancings thereof as an additional Secured Obligation by delivering to the Collateral Agent a certificate signed by a financial officer that (i) identifies Collateral shall be shared equally and ratably within each Class (or on such indebtedness and other basis as may be agreed by the material terms thereof relevant holders of such Class) and (ii) states that the obligations thereunder are designated as Secured Obligations; provided that payment and satisfaction of all of the aggregate amount of indebtedness (without duplication) designated as "Designated Bank Debt" under this Agreement Obligations within each Class will be secured equally and any other security or guarantee document entered into ratably by NNL, NNI and their Material Subsidiaries the Liens established for the benefit of the Secured Parties will not exceed $300,000,000 in aggregate principal amount; provided further that if a designation Creditors belonging to such Class (or on such other basis as may be agreed by the relevant holders of indebtedness for borrowed money shall have been made pursuant to (and in accordance with the terms of) (x) Section 22(c) of the U.S. Security Agreement or (y) Section 21(c) of the Canadian Security Agreement, then such designated indebtedness shall constitute a Secured Obligation of each Lien Grantor without any further action on the part of any Lien GrantorClass).