Common use of Covenants of the Guarantor Clause in Contracts

Covenants of the Guarantor. (a) The Guarantor will not, and will not permit any Subsidiary Guarantor to, create or permit to exist any Lien upon any property or assets, including Equity Interests issued by the Issuer or any Subsidiary Guarantor, in order to secure any Indebtedness of NEP, the Issuer, or such Subsidiary Guarantor without providing for the Guaranteed Securities to be equally and ratably secured with (or prior to) any and all such Indebtedness and any other Indebtedness similarly entitled to be equally and ratably secured, for so long as such Indebtedness is so secured; provided, however, that this restriction will not apply to, or prevent the creation or existence of: (i) purchase money liens or purchase money security interests upon or in any property acquired by NEP, the Issuer or such Subsidiary Guarantor in the ordinary course of business to secure the purchase price or construction cost of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property or construction of improvements on such property; (ii) Liens existing on property acquired by NEP, the Issuer or such Subsidiary Guarantor at the time of its acquisition, provided that such Liens were not created in contemplation of such acquisition and do not extend to any assets other than the property so acquired; (iii) Liens securing Funded Debt recourse for which is limited to specific assets of NEP, the Issuer or such Subsidiary Guarantor created for the purpose of financing the acquisition, improvement or construction of the property subject to such Liens; (iv) the replacement, extension or renewal of any Lien permitted by clauses (i) through (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in the direct or indirect obligor) of the Indebtedness secured thereby; (v) Liens upon or with respect to margin stock; (vi) to the extent constituting Liens on Indebtedness, the rights of the parties to the Cash Sweep and Credit Support Agreement and the Management Services Agreement to borrow cash from NEP or any Subsidiary; (vii) Liens securing Funded Debt of the Issuer or such Subsidiary Guarantor (including Indebtedness pursuant to the Existing Credit Agreement and the Existing Term Loan Agreements (including any secured Hedging Obligations)) that ranks no more senior in right of payment (irrespective of such Liens) than pari passu with the Guaranteed Securities; provided that as of the date of incurrence of any such Funded Debt, and after giving effect thereto, the aggregate principal amount of all Funded Debt of the Issuer or such Subsidiary Guarantor then outstanding that is secured by Liens granted by the Issuer and the Subsidiary Guarantors or any of them shall not exceed the greater of (a) $1,000,000,000 and (b) the amount that would cause the OpCo Secured Leverage Ratio to exceed 4.0:1.0; and (viii) any other Liens (other than Liens described in clauses (i) through (vii) above, if the aggregate principal amount of the indebtedness secured by all such Liens and security interests (without duplication) does not exceed in the aggregate $10,000,000 at any one time outstanding; provided that (x) the aggregate principal amount of the indebtedness secured by the Liens described in clauses (i) through (iii) above, inclusive, shall not exceed the greater of the aggregate fair value, the aggregate purchase price or the aggregate construction cost, as the case may be, of all properties subject to such Liens and (y) in no event shall the Issuer or any of its Subsidiaries create or permit to exist any Lien on the Equity Interests of NextEra Canadian Holdings.

Covenants of the Guarantor. (a) The Guarantor will not, and will not permit any Subsidiary Guarantor to, create or permit to exist any Lien upon any property or assets, including Equity Interests issued by the Issuer or any Subsidiary Guarantor, in order to secure any Indebtedness of NEPthe Guarantor, the Issuer, Issuer or such Subsidiary Guarantor without providing for the Guaranteed Securities to be equally and ratably secured with (or prior to) any and all such Indebtedness and any other Indebtedness similarly entitled to be equally and ratably secured, for so long as such Indebtedness is so secured; provided, however, that this restriction will not apply to, or prevent the creation or existence of: (i) purchase money liens or purchase money security interests upon or in any property acquired by NEPthe Guarantor, the Issuer or such Subsidiary Guarantor in the ordinary course of business to secure the purchase price or construction cost of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property or construction of improvements on such property; (ii) Liens existing on property acquired by NEPthe Guarantor, the Issuer or such Subsidiary Guarantor at the time of its acquisition, provided that such Liens were not created in contemplation of such acquisition and do not extend to any assets other than the property so acquired; (iii) Liens securing Funded Debt recourse for which is limited to specific assets of NEPthe Guarantor, the Issuer or such Subsidiary Guarantor created for the purpose of financing the acquisition, improvement or construction of the property subject to such Liens; (iv) the replacement, extension or renewal of any Lien permitted by clauses (i) through (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in the direct or indirect obligor) of the Indebtedness secured thereby; (v) Liens upon or with respect to margin stock; (vi) to the extent constituting Liens on Indebtedness, the rights of the parties to the Cash Sweep and Credit Support Agreement and the Management Services Agreement to borrow cash from NEP the Guarantor or any Subsidiary; (vii) Liens securing Funded Debt of the Issuer or such Subsidiary Guarantor (including Indebtedness pursuant to the Existing Credit Agreement and the Existing Term Loan Agreements (including any secured Hedging Obligations)) that ranks no more senior in right of payment (irrespective of such Liens) than pari passu with the Guaranteed Securities; provided that as of the date of incurrence of any such Funded Debt, and after giving effect thereto, the aggregate principal amount of all Funded Debt of the Issuer or such Subsidiary Guarantor then outstanding that is secured by Liens granted by the Issuer and the Subsidiary Guarantors or any of them shall not exceed the greater of (a) $1,000,000,000 and (b) the amount that would cause the OpCo Secured Leverage Ratio to exceed 4.0:1.0; and (viii) any other Liens (other than Liens described in clauses (i) through (vii) above, if the aggregate principal amount of the indebtedness secured by all such Liens and security interests (without duplication) does not exceed in the aggregate $10,000,000 at any one time outstanding; provided that (x) the aggregate principal amount of the indebtedness secured by the Liens described in clauses (i) through (iii) above, inclusive, shall not exceed the greater of the aggregate fair value, the aggregate purchase price or the aggregate construction cost, as the case may be, of all properties subject to such Liens and (y) in no event shall the Issuer or any of its Subsidiaries create or permit to exist any Lien on the Equity Interests of NextEra Canadian Holdings.

Covenants of the Guarantor. (a) Article 10 The Guarantor will notshall comply with all laws and regulations relating to this Contract, and will not permit any Subsidiary strictly perform and comply with the responsibilities and obligations hereunder. Article 11 The Guarantor toshall obtain and complete all approvals or registration procedures necessary for this Contract to remain legal and valid, create or permit to exist any Lien upon any property or assets, including Equity Interests issued and handle all other necessary matters. In the event that the time limit for the performance of the guarantee by the Issuer or any Subsidiary Guarantor, in order Guarantor needs to secure any Indebtedness of NEPbe extended as agreed by the Guarantor and the Lenders, the Issuer, or Guarantor shall obtain the approval of such Subsidiary extension by the relevant State foreign exchange administration prior to the agreed effectiveness date of such extension. Article 12 The Guarantor without providing for shall promptly notify the Guaranteed Securities to be equally and ratably secured with (or prior to) any and all such Indebtedness and any other Indebtedness similarly entitled to be equally and ratably secured, for so long as such Indebtedness is so secured; provided, however, that this restriction will not apply to, or prevent Lenders of the creation or existence offollowing events: (i) purchase money liens the occurrence of any Event of Default; and (ii) any material litigation, arbitration or purchase money security interests upon administrative proceeding involving the Guarantor. For the purposes of this Article and this Contract, “material litigation” means any litigation, arbitration or administrative proceeding with a subject-matter amount more than RMB500,000,000. Article 13 Prior to the full repayment of any Guaranteed Debt under the Facility Agreement, the Guarantor shall not engage in any property acquired by NEPof the following actions without the prior written consent of the Lenders: (i) any change in its operation mode or ownership structure, such as merger, division, joint stock restructuring, or any reduction of its registered capital; provided that if the Guarantor has made reasonable arrangements for the performance of its responsibilities and obligations with respect to the guarantee hereunder, the Issuer or such Subsidiary Guarantor in the ordinary course of business to secure the purchase price or construction cost of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property or construction of improvements on such propertyLenders shall not unreasonably withhold its written consent; (ii) Liens existing any change or amendment to the Articles of Association of the Guarantor which would have a material effect on property acquired by NEP, the Issuer or such Subsidiary ability of the Guarantor at to perform the time of its acquisition, provided that such Liens were not created in contemplation of such acquisition and do not extend to any assets other than the property so acquiredguarantee hereunder; (iii) Liens securing Funded Debt recourse for which is limited to specific assets any sale or transfer of NEPits entire equity interest in the Borrower, the Issuer or such Subsidiary Guarantor created for the purpose of financing the acquisition, improvement or construction of the property subject to such Liens; (iv) the replacement, extension or renewal any sale of any Lien permitted by clauses (i) through (iii) above upon or part of its equity interest in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in the Borrower which would give rise to any loss of direct or indirect obligor) control of the Indebtedness secured thereby;Borrower. (v) Liens upon or Article 14 In the event of any material amendment in its registration with respect to margin stock; (vi) the relevant administration of industry and commerce, the Guarantor shall notify the Lenders as soon as practicable and deliver copies of the relevant registration documents to the extent constituting Liens on Indebtedness, the rights of the parties to the Cash Sweep and Credit Support Agreement and the Management Services Agreement to borrow cash from NEP or any Subsidiary; (vii) Liens securing Funded Debt of the Issuer or such Subsidiary Guarantor (including Indebtedness pursuant to the Existing Credit Agreement and the Existing Term Loan Agreements (including any secured Hedging Obligations)) that ranks no more senior in right of payment (irrespective of such Liens) than pari passu with the Guaranteed Securities; provided that as of the date of incurrence of any such Funded Debt, and after giving effect thereto, the aggregate principal amount of all Funded Debt of the Issuer or such Subsidiary Guarantor then outstanding that is secured by Liens granted by the Issuer and the Subsidiary Guarantors or any of them shall not exceed the greater of (a) $1,000,000,000 and (b) the amount that would cause the OpCo Secured Leverage Ratio to exceed 4.0:1.0; and (viii) any other Liens (other than Liens described in clauses (i) through (vii) above, if the aggregate principal amount of the indebtedness secured by all such Liens and security interests (without duplication) does not exceed in the aggregate $10,000,000 at any one time outstanding; provided that (x) the aggregate principal amount of the indebtedness secured by the Liens described in clauses (i) through (iii) above, inclusive, shall not exceed the greater of the aggregate fair value, the aggregate purchase price or the aggregate construction cost, as the case may be, of all properties subject to such Liens and (y) in no event shall the Issuer or any of its Subsidiaries create or permit to exist any Lien on the Equity Interests of NextEra Canadian HoldingsLenders.

Covenants of the Guarantor. (a) The Guarantor will notcovenants to and in favour of the Secured Party that, until all the Obligations are performed or paid in full, it shall: (1) assist in maintaining and will preserving such Security Interest until the Maturity Date; (2) take all actions which, in its reasonable opinion, are necessary to ensure that the Corporations do not permit issue Equity Securities to any Subsidiary person other than the Guarantor and use all reasonable best efforts to maintain its current ownership interest in Esmeralda Lxxxxxx Liability Company and to maintain a 50% ownership interest in Cimarrona Limited Liability Company; (3) not (and not purport to) sell, create give, assign, transfer, pledge, mortgage, charge, hypothecate or otherwise dispose, encumber or deal with, any of its interest in the Collateral or incur or permit to exist any Lien upon Security Interest on or in the Collateral other than the Security Interest granted under this Agreement, any property or assets, including Equity Interests issued other Security Interest granted in favour of a financial institution in respect of the incurrence by the Issuer or any Subsidiary Guarantorof Senior Debt, in order to secure any Indebtedness of NEP, the Issuer, or such Subsidiary Guarantor without providing for the Guaranteed Securities to be equally and ratably secured with (or prior to) any and all such Indebtedness and any other Indebtedness similarly entitled to be equally and ratably secured, for so long as such Indebtedness is so secured; provided, however, provided that this restriction will not apply to, or prevent the creation or existence of: (i) purchase money liens or purchase money security interests upon or the transferee of such Collateral becomes bound to the terms of this Agreement, and (ii) does such other acts and delivers such other documents and legal opinion as may reasonably be required by the Secured Party to ensure that the Secured Party has a valid perfected Security Interest in any property acquired by NEPsuch Collateral, which Security Interest shall rank prior to the rights of all Persons other than those Persons specified in Section 3.1 of the Indenture and those Persons to whom the Issuer or such Subsidiary Guarantor in the ordinary course of business to secure the purchase price or construction cost of such property or to secure has incurred obligations, indebtedness incurred solely for the purpose of financing the acquisition of such property or construction of improvements on such propertyand liabilities which constitute Senior Debt; (ii4) Liens existing on property acquired by NEP, the Issuer or such Subsidiary Guarantor ensure that at the time of its acquisition, provided that such Liens were not created in contemplation of such acquisition and do not extend to any assets other than the property so acquired; (iii) Liens securing Funded Debt recourse for which is limited to specific assets of NEP, the Issuer or such Subsidiary Guarantor created for the purpose of financing the acquisition, improvement or construction request of the property subject to such Liens; (iv) the replacement, extension or renewal of any Lien permitted by clauses (i) through (iii) above upon or Secured Party all Collateral shall be registered in the same property theretofore subject thereto name of the Secured Party or its nominee upon the replacementoccurrence of an Event of Default, extension or renewal (without increase that any certificates representing the Collateral shall be forthwith delivered to and may remain in the amount or change in the direct or indirect obligor) custody of the Indebtedness secured thereby; (v) Liens upon Secured Party or with respect to margin stock; (vi) to its nominee, and that all certificates, instruments or other documents representing or evidencing any Collateral acquired or obtained by the extent constituting Liens on Indebtedness, the rights of the parties to the Cash Sweep and Credit Support Agreement and the Management Services Agreement to borrow cash from NEP or any Subsidiary; (vii) Liens securing Funded Debt of the Issuer or such Subsidiary Guarantor (including Indebtedness pursuant to the Existing Credit Agreement and the Existing Term Loan Agreements (including any secured Hedging Obligations)) that ranks no more senior in right of payment (irrespective of such Liens) than pari passu with the Guaranteed Securities; provided that as of after the date of incurrence of this Agreement shall forthwith (and in any event within ten (10) Business Days) after the Guarantor acquires or obtains such Funded DebtCollateral be delivered to, and after giving effect thereto, may remain in the aggregate principal amount of all Funded Debt custody of the Issuer Secured Party or such Subsidiary Guarantor then outstanding that is secured by Liens granted by the Issuer and the Subsidiary Guarantors or any of them shall not exceed the greater of (a) $1,000,000,000 and (b) the amount that would cause the OpCo Secured Leverage Ratio to exceed 4.0:1.0its nominee; and (viii5) any other Liens (other than Liens described ensure that such stock powers, powers of attorney, board resolutions and similar documents with respect to the Collateral as the Secured Party may reasonably request, satisfactory in clauses (i) through (vii) above, if form and substance to the aggregate principal amount of the indebtedness secured by all such Liens and security interests (without duplication) does not exceed in the aggregate $10,000,000 at any one time outstanding; provided that (x) the aggregate principal amount of the indebtedness secured by the Liens described in clauses (i) through (iii) above, inclusiveSecured Party, shall not exceed be delivered to the greater of the aggregate fair value, the aggregate purchase price Secured Party or the aggregate construction cost, as the case may be, of all properties subject its nominee from time to such Liens and (y) in no event shall the Issuer or any of its Subsidiaries create or permit to exist any Lien on the Equity Interests of NextEra Canadian Holdings.time upon request. SECTION 5 -- DEALING WITH PLEDGED SECURITIES AND REALIZATION

Covenants of the Guarantor. (a) The Guarantor will notcovenants to and in favour of the Secured Party that, until all the Obligations are performed or paid in full, it shall: (1) assist in maintaining and will preserving such Security Interest until the Maturity Date; (2) take all necessary actions which, in its reasonable opinion, are necessary to ensure that the Corporations do not permit issue Equity Securities to any Subsidiary person other than the Guarantor and use all reasonable best efforts to maintain its current ownership interest in Esmeralda Lxxxxxx Xxability Company; (3) not (and not purport to) sell, create give, assign, transfer, pledge, mortgage, charge, hypothecate or otherwise dispose, encumber or deal with, any of its interest in the Collateral or incur or permit to exist any Lien upon Security Interest on or in the Collateral other than the Security Interest granted under this Agreement, any property or assets, including Equity Interests issued other Security Interest granted in favour of a financial institution in respect of the incurrence by the Issuer or any Subsidiary Guarantorof Senior Debt, in order to secure any Indebtedness of NEP, the Issuer, or such Subsidiary Guarantor without providing for the Guaranteed Securities to be equally and ratably secured with (or prior to) any and all such Indebtedness and any other Indebtedness similarly entitled to be equally and ratably secured, for so long as such Indebtedness is so secured; provided, however, provided that this restriction will not apply to, or prevent the creation or existence of: (i) purchase money liens or purchase money security interests upon or the transferee of such Collateral becomes bound to the terms of this Agreement, and (ii) does such other acts and delivers such other documents and legal opinion as may reasonably be required by the Secured Party to ensure that the Secured Party has a valid perfected Security Interest in any property acquired by NEPsuch Collateral, which Security Interest shall rank prior to the rights of all Persons other than those Persons specified in Section 3.1 of the Indenture and those Persons to whom the Issuer or such Subsidiary Guarantor in the ordinary course of business to secure the purchase price or construction cost of such property or to secure has incurred obligations, indebtedness incurred solely for the purpose of financing the acquisition of such property or construction of improvements on such propertyand liabilities which constitute Senior Debt; (ii4) Liens existing on property acquired by NEP, the Issuer or such Subsidiary Guarantor ensure that at the time of its acquisition, provided that such Liens were not created in contemplation of such acquisition and do not extend to any assets other than the property so acquired; (iii) Liens securing Funded Debt recourse for which is limited to specific assets of NEP, the Issuer or such Subsidiary Guarantor created for the purpose of financing the acquisition, improvement or construction request of the property subject to such Liens; (iv) the replacement, extension or renewal of any Lien permitted by clauses (i) through (iii) above upon or Secured Party all Collateral shall be registered in the same property theretofore subject thereto name of the Secured Party or its nominee upon the replacementoccurrence of an Event of Default, extension or renewal (without increase that any certificates representing the Collateral shall be forthwith delivered to and may remain in the amount or change in the direct or indirect obligor) custody of the Indebtedness secured thereby; (v) Liens upon Secured Party or with respect to margin stock; (vi) to its nominee, and that all certificates, instruments or other documents representing or evidencing any Collateral acquired or obtained by the extent constituting Liens on Indebtedness, the rights of the parties to the Cash Sweep and Credit Support Agreement and the Management Services Agreement to borrow cash from NEP or any Subsidiary; (vii) Liens securing Funded Debt of the Issuer or such Subsidiary Guarantor (including Indebtedness pursuant to the Existing Credit Agreement and the Existing Term Loan Agreements (including any secured Hedging Obligations)) that ranks no more senior in right of payment (irrespective of such Liens) than pari passu with the Guaranteed Securities; provided that as of after the date of incurrence of this Agreement shall forthwith (and in any event within ten (10) Business Days) after the Guarantor acquires or obtains such Funded DebtCollateral be delivered to, and after giving effect thereto, may remain in the aggregate principal amount of all Funded Debt custody of the Issuer Secured Party or such Subsidiary Guarantor then outstanding that is secured by Liens granted by the Issuer and the Subsidiary Guarantors or any of them shall not exceed the greater of (a) $1,000,000,000 and (b) the amount that would cause the OpCo Secured Leverage Ratio to exceed 4.0:1.0its nominee; and (viii5) any other Liens (other than Liens described ensure that such stock powers, powers of attorney, board resolutions and similar documents with respect to the Collateral as the Secured Party may reasonably request, satisfactory in clauses (i) through (vii) above, if form and substance to the aggregate principal amount of the indebtedness secured by all such Liens and security interests (without duplication) does not exceed in the aggregate $10,000,000 at any one time outstanding; provided that (x) the aggregate principal amount of the indebtedness secured by the Liens described in clauses (i) through (iii) above, inclusiveSecured Party, shall not exceed be delivered to the greater of the aggregate fair value, the aggregate purchase price Secured Party or the aggregate construction cost, as the case may be, of all properties subject its nominee from time to such Liens and (y) in no event shall the Issuer or any of its Subsidiaries create or permit to exist any Lien on the Equity Interests of NextEra Canadian Holdings.time upon request. SECTION 5 -- DEALING WITH PLEDGED SECURITIES AND REALIZATION

Covenants of the Guarantor. (a) The Guarantor will not, and will not permit any Subsidiary Guarantor to, create or permit to exist any Lien upon any property or assets, including Equity Interests issued by the Issuer or any Subsidiary Guarantor, in order to secure any Indebtedness of NEPthe Guarantor, the Issuer, Issuer or such Subsidiary Guarantor without providing for the Guaranteed Securities to be equally and ratably secured with (or prior to) any and all such Indebtedness and any other Indebtedness similarly entitled to be equally and ratably secured, for so long as such Indebtedness is so secured; provided, however, that this restriction will not apply to, or prevent the creation or existence of: (i) purchase money liens or purchase money security interests upon or in any property acquired by NEPthe Guarantor, the Issuer or such Subsidiary Guarantor in the ordinary course of business to secure the purchase price or construction cost of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property or construction of improvements on such property; (ii) Liens existing on property acquired by NEPthe Guarantor, the Issuer or such Subsidiary Guarantor at the time of its acquisition, provided that such Liens were not created in contemplation of such acquisition and do not extend to any assets other than the property so acquired; (iii) Liens securing Funded Debt recourse for which is limited to specific assets of NEPthe Guarantor, the Issuer or such Subsidiary Guarantor created for the purpose of financing the acquisition, improvement or construction of the property subject to such Liens; (iv) the replacement, extension or renewal of any Lien permitted by clauses (i) through (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in the direct or indirect obligor) of the Indebtedness secured thereby; (v) Liens upon or with respect to margin stock; ; (vi) to the extent constituting Liens on Indebtedness, the rights of the parties to the Cash Sweep and Credit Support Agreement and the Management Services Agreement to borrow cash from NEP the Guarantor or any Subsidiary; (vii) Liens securing Funded Debt of the Issuer or such Subsidiary Guarantor (including Indebtedness pursuant to the Existing Credit Agreement and the Existing Term Loan Agreements (including any secured Hedging Obligations)) that ranks no more senior in right of payment (irrespective of such Liens) than pari passu with the Guaranteed Securities; provided that as of the date of incurrence of any such Funded Debt, and after giving effect thereto, the aggregate principal amount of all Funded Debt of the Issuer or such Subsidiary Guarantor then outstanding that is secured by Liens granted by the Issuer and the Subsidiary Guarantors or any of them shall not exceed the greater of (a) $1,000,000,000 and (b) the amount that would cause the OpCo Secured Leverage Ratio to exceed 4.0:1.0; and (viii) any other Liens (other than Liens described in clauses (i) through (vii) above, if the aggregate principal amount of the indebtedness secured by all such Liens and security interests (without duplication) does not exceed in the aggregate $10,000,000 at any one time outstanding; provided that (x) the aggregate principal amount of the indebtedness secured by the Liens described in clauses (i) through (iii) above, inclusive, shall not exceed the greater of the aggregate fair value, the aggregate purchase price or the aggregate construction cost, as the case may be, of all properties subject to such Liens and (y) in no event shall the Issuer or any of its Subsidiaries create or permit to exist any Lien on the Equity Interests of NextEra Canadian Holdings.

Covenants of the Guarantor. Until the Guaranteed Obligations -------------------------- have been indefeasibly paid and performed in full, the Guarantor hereby covenants and agrees with the Lender that: (a) The the Guarantor will notshall comply with all Applicable Laws to which it or its properties is subject; (b) the Guarantor shall not obtain any loans, advances or other financial accommodations or arrangements or otherwise incur any other indebtedness for money borrowed or for the deferred purchase price of any asset (including capitalized lease obligations) from any other Person other than the Lender; (c) the Guarantor shall not assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any Indebtedness of any other Person other than guaranties and will endorsements from time to time existing in favor of the Lender; (d) the Guarantor shall not make any investments in, or permit any Subsidiaries to make any investments in, any Person or purchase or otherwise acquire, or permit any Subsidiary (as defined below) to purchase or otherwise acquire, any capital stock, properties, substantially all the assets or obligations of, or any other equity interest in, any Person; (e) the Guarantor toshall not create, create assume, incur or suffer to exist, or permit any Subsidiary to exist create, assume, incur or suffer to exist, any Lien (as defined below) upon any property of its respective properties or assetsassets whether now owned or hereafter acquired, including Equity Interests issued other than Permitted Liens (as defined below); (f) the Guarantor shall not purchase or otherwise acquire for value any of its capital stock now or hereafter outstanding, return any capital to its stockholders as such or make any other similar payment or distribution of assets to its stockholders with respect to its capital stock; (g) except as contemplated by the Issuer Transaction Documents (as defined in that certain Agreement and Plan of Merger and Contribution dated as of the date hereof among the Lender, Vaxcel, Inc., Vaxcel Merger Subsidiary, Inc. and the Borrower), the Guarantor shall not merge or consolidate with any other Person or sell, lease or transfer or otherwise dispose of all or a substantial portion of its assets to any Person or entity or permit any Subsidiary Guarantor, in order to secure do any Indebtedness of NEP, the Issuerforegoing; (h) the Guarantor shall not effect any transaction with any Affiliate (as defined below) by which any of the assets of the Guarantor are transferred to such Affiliate at less than the cost or fair market value of such asset, or enter into any other transaction with an Affiliate on terms more favorable to such Subsidiary Guarantor without providing for the Guaranteed Securities Affiliate than would be reasonably expected to be equally and ratably secured given in a similar transaction with (or prior to) any and all such Indebtedness and any other Indebtedness similarly entitled to be equally and ratably secured, for so long as such Indebtedness is so secured; provided, however, that this restriction will not apply to, or prevent the creation or existence of:an unrelated entity; (i) purchase the Guarantor shall not extend credit to or make any advance, loan, contribution or payment of money liens or purchase money security interests upon or in any property acquired by NEP, the Issuer or such Subsidiary Guarantor goods (other than normal compensation for personal services and travel expenses in the ordinary course of business business) to secure any Person or permit any Subsidiary to do any of the purchase price or construction cost of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property or construction of improvements on such property;foregoing; and (iij) Liens existing on property acquired by NEPthe Guarantor shall not create, the Issuer incorporate or such acquire any Subsidiary Guarantor at the time of its acquisition, provided that such Liens were not created in contemplation of such acquisition and do not extend to any assets other than the property so acquired; (iii) Liens securing Funded Debt recourse for which is limited to specific assets of NEP, the Issuer or such Subsidiary Guarantor created for the purpose of financing the acquisition, improvement or construction of the property subject to such Liens; (iv) the replacement, extension or renewal of any Lien permitted by clauses (i) through (iii) above upon or Subsidiaries in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in the direct or indirect obligor) of the Indebtedness secured thereby; (v) Liens upon or with respect to margin stock; (vi) to the extent constituting Liens on Indebtedness, the rights of the parties to the Cash Sweep and Credit Support Agreement and the Management Services Agreement to borrow cash from NEP or any Subsidiary; (vii) Liens securing Funded Debt of the Issuer or such Subsidiary Guarantor (including Indebtedness pursuant to the Existing Credit Agreement and the Existing Term Loan Agreements (including any secured Hedging Obligations)) that ranks no more senior in right of payment (irrespective of such Liens) than pari passu with the Guaranteed Securities; provided that existence as of the date hereof. For purposes of incurrence of any such Funded Debt, and after giving effect theretothis Guaranty, the aggregate principal amount of all Funded Debt of following terms shall have the Issuer or such Subsidiary Guarantor then outstanding that is secured by Liens granted by the Issuer and the Subsidiary Guarantors or any of them shall not exceed the greater of (a) $1,000,000,000 and (b) the amount that would cause the OpCo Secured Leverage Ratio to exceed 4.0:1.0; and (viii) any other Liens (other than Liens described in clauses (i) through (vii) above, if the aggregate principal amount of the indebtedness secured by all such Liens and security interests (without duplication) does not exceed in the aggregate $10,000,000 at any one time outstanding; provided that (x) the aggregate principal amount of the indebtedness secured by the Liens described in clauses (i) through (iii) above, inclusive, shall not exceed the greater of the aggregate fair value, the aggregate purchase price or the aggregate construction cost, as the case may be, of all properties subject to such Liens and (y) in no event shall the Issuer or any of its Subsidiaries create or permit to exist any Lien on the Equity Interests of NextEra Canadian Holdings.following meanings:

Covenants of the Guarantor. (a) The Guarantor will not, and will not permit any Subsidiary Guarantor to, create or permit to exist any Lien upon any property or assets, including Equity Interests issued by the Issuer or any Subsidiary Guarantor, in order to secure any Indebtedness of NEP, the Issuer, Issuer or such Subsidiary Guarantor without providing for the Guaranteed Securities to be equally and ratably secured with (or prior to) any and all such Indebtedness and any other Indebtedness similarly entitled to be equally and ratably secured, for so long as such Indebtedness is so secured; provided, however, that this restriction will not apply to, or prevent the creation or existence of: (i) purchase money liens or purchase money security interests upon or in any property acquired by NEP, the Issuer or such Subsidiary Guarantor in the ordinary course of business to secure the purchase price or construction cost of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property or construction of improvements on such property; (ii) Liens existing on property acquired by NEP, the Issuer or such Subsidiary Guarantor at the time of its acquisition, provided that such Liens were not created in contemplation of such acquisition and do not extend to any assets other than the property so acquired; (iii) Liens securing Funded Debt recourse for which is limited to specific assets of the NEP, the Issuer or such Subsidiary Guarantor created for the purpose of financing the acquisition, improvement or construction of the property subject to such Liens; (iv) the replacement, extension or renewal of any Lien permitted by clauses (i) through (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in the direct or indirect obligor) of the Indebtedness secured thereby; (v) Liens upon or with respect to margin stock; (vi) to the extent constituting Liens on Indebtedness, the rights of the parties to the Cash Sweep and Credit Support Agreement and the Management Services Agreement to borrow cash from NEP or any Subsidiary; (vii) Liens securing Funded Debt of the Issuer or such Subsidiary Guarantor (including Indebtedness pursuant to the Existing Credit Agreement and the Existing Term Loan Agreements (including any secured Hedging Obligations)) that ranks no more senior in right of payment (irrespective of such Liens) than pari passu with the Guaranteed Securities; provided that as of the date of incurrence of any such Funded Debt, and after giving effect thereto, the aggregate principal amount of all Funded Debt of the Issuer or such Subsidiary Guarantor then outstanding that is secured by Liens Xxxxx granted by the Issuer and the Subsidiary Guarantors or any of them shall not exceed the greater of (a) $1,000,000,000 2,000,000,000 and (b) the amount that would cause the OpCo Secured Leverage Ratio to exceed 4.0:1.0; and (viii) any other Liens (other than Liens described in clauses (i) through (vii) above, if the aggregate principal amount of the indebtedness secured by all such Liens and security interests (without duplication) does not exceed in the aggregate $10,000,000 at any one time outstanding; provided that (x) the aggregate principal amount of the indebtedness secured by the Liens described in clauses (i) through (iii) above, inclusive, shall not exceed the greater of the aggregate fair value, the aggregate purchase price or the aggregate construction cost, as the case may be, of all properties subject to such Liens and (y) in no event shall the Issuer or any of its Subsidiaries create or permit to exist any Lien on the Equity Interests of NextEra Canadian Holdings.

Covenants of the Guarantor. Until the Guaranteed Obligations have been indefeasibly paid and performed in full, the Guarantor hereby covenants and agrees with the Lender that: (a) The the Guarantor will notshall comply with all Applicable Laws to which it or its properties is subject; (b) the Guarantor shall not obtain any loans, advances or other financial accommodations or arrangements or otherwise incur any other indebtedness for money borrowed or for the deferred purchase price of any asset (including capitalized lease obligations) from any other Person other than the Lender; (c) the Guarantor shall not assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any Indebtedness of any other Person other than guaranties and will endorsements from time to time existing in favor of the Lender; (d) the Guarantor shall not make any investments in, or permit any Subsidiaries to make any investments in, any Person or purchase or otherwise acquire, or permit any Subsidiary (as defined below) to purchase or otherwise acquire, any capital stock, properties, substantially all the assets or obligations of, or any other equity interest in, any Person; (e) the Guarantor toshall not create, create assume, incur or suffer to exist, or permit any Subsidiary to exist create, assume, incur or suffer to exist, any Lien (as defined below) upon any property of its respective properties or assetsassets whether now owned or hereafter acquired, including Equity Interests issued other than Permitted Liens (as defined below); (f) the Guarantor shall not purchase or otherwise acquire for value any of its capital stock now or hereafter outstanding, return any capital to its stockholders as such or make any other similar payment or distribution of assets to its stockholders with respect to its capital stock; (g) except as contemplated by the Issuer Transaction Documents (as defined in that certain Agreement and Plan of Merger and Contribution dated as of the date hereof among the Lender, Vaxcel, Inc., Vaxcel Merger Subsidiary, Inc. and the Borrower), the Guarantor shall not merge or consolidate with any other Person or sell, lease or transfer or otherwise dispose of all or a substantial portion of its assets to any Person or entity or permit any Subsidiary Guarantor, in order to secure do any Indebtedness of NEP, the Issuerforegoing; (h) the Guarantor shall not effect any transaction with any Affiliate (as defined below) by which any of the assets of the Guarantor are transferred to such Affiliate at less than the cost or fair market value of such asset, or enter into any other transaction with an Affiliate on terms more favorable to such Subsidiary Guarantor without providing for the Guaranteed Securities Affiliate than would be reasonably expected to be equally and ratably secured given in a similar transaction with (or prior to) any and all such Indebtedness and any other Indebtedness similarly entitled to be equally and ratably secured, for so long as such Indebtedness is so secured; provided, however, that this restriction will not apply to, or prevent the creation or existence of:an unrelated entity; (i) purchase the Guarantor shall not extend credit to or make any advance, loan, contribution or payment of money liens or purchase money security interests upon or in any property acquired by NEP, the Issuer or such Subsidiary Guarantor goods (other than normal compensation for personal services and travel expenses in the ordinary course of business business) to secure any Person or permit any Subsidiary to do any of the purchase price or construction cost of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property or construction of improvements on such property;foregoing; and (iij) Liens existing on property acquired by NEPthe Guarantor shall not create, the Issuer incorporate or such acquire any Subsidiary Guarantor at the time of its acquisition, provided that such Liens were not created in contemplation of such acquisition and do not extend to any assets other than the property so acquired; (iii) Liens securing Funded Debt recourse for which is limited to specific assets of NEP, the Issuer or such Subsidiary Guarantor created for the purpose of financing the acquisition, improvement or construction of the property subject to such Liens; (iv) the replacement, extension or renewal of any Lien permitted by clauses (i) through (iii) above upon or Subsidiaries in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in the direct or indirect obligor) of the Indebtedness secured thereby; (v) Liens upon or with respect to margin stock; (vi) to the extent constituting Liens on Indebtedness, the rights of the parties to the Cash Sweep and Credit Support Agreement and the Management Services Agreement to borrow cash from NEP or any Subsidiary; (vii) Liens securing Funded Debt of the Issuer or such Subsidiary Guarantor (including Indebtedness pursuant to the Existing Credit Agreement and the Existing Term Loan Agreements (including any secured Hedging Obligations)) that ranks no more senior in right of payment (irrespective of such Liens) than pari passu with the Guaranteed Securities; provided that existence as of the date hereof. For purposes of incurrence of any such Funded Debt, and after giving effect theretothis Guaranty, the aggregate principal amount of all Funded Debt of following terms shall have the Issuer or such Subsidiary Guarantor then outstanding that is secured by Liens granted by the Issuer and the Subsidiary Guarantors or any of them shall not exceed the greater of (a) $1,000,000,000 and (b) the amount that would cause the OpCo Secured Leverage Ratio to exceed 4.0:1.0; and (viii) any other Liens (other than Liens described in clauses (i) through (vii) above, if the aggregate principal amount of the indebtedness secured by all such Liens and security interests (without duplication) does not exceed in the aggregate $10,000,000 at any one time outstanding; provided that (x) the aggregate principal amount of the indebtedness secured by the Liens described in clauses (i) through (iii) above, inclusive, shall not exceed the greater of the aggregate fair value, the aggregate purchase price or the aggregate construction cost, as the case may be, of all properties subject to such Liens and (y) in no event shall the Issuer or any of its Subsidiaries create or permit to exist any Lien on the Equity Interests of NextEra Canadian Holdings.following meanings:

Covenants of the Guarantor. (a) The Guarantor will not, and will not permit any Subsidiary Guarantor to, create or permit to exist any Lien upon any property or assets, including Equity Interests issued by the Issuer or any Subsidiary Guarantor, in order to secure any Indebtedness of NEPthe Guarantor, the Issuer, Issuer or such Subsidiary Guarantor without providing for the Guaranteed Securities to be equally and ratably secured with (or prior to) any and all such Indebtedness and any other Indebtedness similarly entitled to be equally and ratably secured, for so long as such Indebtedness is so secured; provided, however, that this restriction will not apply to, or prevent the creation or existence of: (i) purchase money liens or purchase money security interests upon or in any property acquired by NEPthe Guarantor, the Issuer or such Subsidiary Guarantor in the ordinary course of business to secure the purchase price or construction cost of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property or construction of improvements on such property; (ii) Liens existing on property acquired by NEPthe Guarantor, the Issuer or such Subsidiary Guarantor at the time of its acquisition, provided that such Liens were not created in contemplation of such acquisition and do not extend to any assets other than the property so acquired; (iii) Liens securing Funded Debt recourse for which is limited to specific assets of NEPthe Guarantor, the Issuer or such Subsidiary Guarantor created for the purpose of financing the acquisition, improvement or construction of the property subject to such Liens; (iv) the replacement, extension or renewal of any Lien permitted by clauses (i) through (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in the direct or indirect obligor) of the Indebtedness secured thereby; (v) Liens upon or with respect to margin stock; (vi) to the extent constituting Liens on Indebtedness, the rights of the parties to the Cash Sweep and Credit Support Agreement and the Management Services Agreement to borrow cash from NEP the Guarantor or any Subsidiary; (vii) Liens securing Funded Debt of the Issuer or such Subsidiary Guarantor (including Indebtedness pursuant to the Existing Credit Agreement and the Existing Term Loan Agreements (including any secured Hedging Obligations)) that ranks no more senior in right of payment (irrespective of such Liens) than pari passu with the Guaranteed Securities; provided that as of the date of incurrence of any such Funded Debt, and after giving effect thereto, the aggregate principal amount of all Funded Debt of the Issuer or such Subsidiary Guarantor then outstanding that is secured by Liens granted by the Issuer and the Subsidiary Guarantors or any of them shall not exceed the greater of (a) $1,000,000,000 and (b) the amount that would cause the OpCo Secured Leverage Ratio to exceed 4.0:1.0; and (viii) any other Liens (other than Liens described in clauses (i) through (vii) above, if the aggregate principal amount of the indebtedness secured by all such Liens and security interests (without duplication) does not exceed in the aggregate $10,000,000 at any one time outstanding; provided that (x) the aggregate principal amount of the indebtedness secured by the Liens described in clauses (i) through (iii) above, inclusive, shall not exceed the greater of the aggregate fair value, the aggregate purchase price or the aggregate construction cost, as the case may be, of all properties subject to such Liens and (y) in no event shall the Issuer or any of its Subsidiaries create or permit to exist any Lien on the Equity Interests of NextEra Canadian Holdings.

Covenants of the Guarantor. So long as this Security Agreement remains in effect, the Guarantor covenants and agrees: (a) The Guarantor will not, and will not permit to notify the Collateral Trustee promptly of any Subsidiary Guarantor to, create change in the information contained herein or permit in the Schedules hereto relating to exist any Lien upon any property or assets, including Equity Interests issued by the Issuer or any Subsidiary Guarantor, in order to secure any Indebtedness of NEP, the Issuer, Guarantor’s business or such Subsidiary Guarantor the Collateral including without providing for the Guaranteed Securities to be equally and ratably secured with (or prior to) any and all such Indebtedness and any other Indebtedness similarly entitled to be equally and ratably secured, for so long as such Indebtedness is so secured; provided, however, that this restriction will not apply to, or prevent the creation or existence oflimitation: (i) purchase money liens or purchase money security interests upon or in any property acquired by NEP, the Issuer or such Subsidiary Guarantor change in the ordinary course name of business to secure the purchase price or construction cost of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property or construction of improvements on such propertyGuarantor; (ii) Liens existing on property acquired any change in the place of business of the Guarantor or, if the Guarantor has more than one place of business, in the chief executive office of the Guarantor; and (iii) any change in the location of the Collateral. (b) to keep the Collateral in good order, condition and repair (ordinary wear and tear and casualty and condemnation excepted) and not to use the Collateral in violation of the provisions of this Security Agreement or any policy insuring the Collateral or any applicable statute, law, by-law, rule, regulation or ordinance. (c) to do, execute, acknowledge and deliver such financing statements and further assignments, transfers, documents, acts, matters and things as may be reasonably requested by NEPthe Collateral Trustee of or with respect to the Collateral in order to give effect to this Security Agreement and to pay all costs for searches and filings in connection therewith; and, after the occurrence of an Event of Default (as hereinafter defined) under this Security Agreement, the Issuer Guarantor hereby appoints the Collateral Trustee or any officer or manager from time to time of the Collateral Trustee the attorney of the Guarantor (with full power of substitution and delegation) to sign all documents and take such Subsidiary action as may be required to give effect to this provision. (d) to carry on and conduct the business of the Guarantor in an efficient manner and so as to protect and preserve the Collateral and to keep, in accordance with generally accepted accounting principles, consistently applied, proper books of account for the Guarantor’s business as well as accurate and complete records concerning the Collateral, and xxxx any and all such records and the Collateral at the Collateral Trustee’s request so as to indicate the Security Interest and to deliver to the Collateral Trustee from time to time promptly upon request (and in the case of its acquisitionclause (i) only on the date hereof): (i) a customary legal opinion from counsel to the Guarantor and in respect of corporate power and capacity, provided that such Liens were not created authorization, execution, delivery and enforceability of this Security Agreement and each of the documents contemplated under or pursuant to the Collateral Trust Agreement and/or this Security Agreement and in contemplation respect of such acquisition other matters as the Collateral Trustee and/or the Studios (or any one of them) or their respective counsel may reasonably request. (ii) copies of any documents of title, instruments, chattel paper, securities and do not extend any other investment property constituting, representing or relating to any assets other than the property so acquiredCollateral; (iii) Liens securing Funded Debt recourse for which is limited all policies and certificates of insurance relating to specific assets of NEPthe Collateral; and (iv) such information concerning the Collateral, the Issuer or such Subsidiary Guarantor created and the Guarantor’s business and affairs as the Collateral Trustee may reasonably request. (e) until all of the Secured Obligations have been discharged in full, the Guarantor will provide the Collateral Agent and each of the Studios with the following financial and other reports: (i) Annual audited financial statements (consisting of a balance sheet, a statement of income and loss, a statement of changes in financial position and a statement of shareholders’ equity) of the Guarantor, together with management discussion and analysis and the auditor’s final management letter within 90 days of the Guarantor’s fiscal year end; (ii) Quarterly interim unaudited financial statements (consisting of a balance sheet, a statement of income and loss, a statement of cash flow and a statement of shareholders’ equity) of the Guarantor for the purpose first three fiscal quarters of financing the acquisitioneach fiscal year, improvement or construction together with management discussion and analysis within 45 days of period end and a quarterly compliance certificate stating that it is in compliance with all covenants of this Security Agreement; (iii) Monthly interim unaudited financial statements (consisting of a balance sheet, a statement of income and loss, a statement of cash flow and a statement of shareholders’ equity) of the property subject to Guarantor for the first two months of each fiscal quarter within 30 days of each such Liensmonth end; (iv) Monthly aged lists of inventory, to be provided on the replacementlast Wednesday of each month during the term of this Security Agreement, extension or renewal of any Lien permitted by clauses (i) through (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in the direct or indirect obligor) with all calculations made as of the Indebtedness secured therebyend of each such preceding month and signed by an officer of the Guarantor, with a trailing comparison against the monthly aged list of inventory prepared for the preceding 3 months; (v) Liens upon or with respect such other reports and information as the Collateral Agent and the Studios may reasonably request from time to margin stock;time; and (vi) The Guarantor shall cause its senior management to hold meetings with the extent constituting Liens on Indebtedness, the rights Studios with such representatives of the parties Guarantor as the Studios may reasonably request, via telephone or in-person, on a quarterly basis to discuss the Cash Sweep financial performance and Credit Support Agreement projections of the Guarantor at reasonable times and upon reasonable notice to be mutually agreed by the Guarantor and the Management Services Agreement to borrow cash from NEP or any Subsidiary; (vii) Liens securing Funded Debt of the Issuer or such Subsidiary Guarantor (including Indebtedness pursuant to the Existing Credit Agreement and the Existing Term Loan Agreements (including any secured Hedging Obligations)) that ranks no more senior in right of payment (irrespective of such Liens) than pari passu with the Guaranteed Securities; provided that as of the date of incurrence of any such Funded Debt, and after giving effect thereto, the aggregate principal amount of all Funded Debt of the Issuer or such Subsidiary Guarantor then outstanding that is secured by Liens granted by the Issuer and the Subsidiary Guarantors or any of them shall not exceed the greater of (a) $1,000,000,000 and (b) the amount that would cause the OpCo Secured Leverage Ratio to exceed 4.0:1.0; and (viii) any other Liens (other than Liens described in clauses (i) through (vii) above, if the aggregate principal amount of the indebtedness secured by all such Liens and security interests (without duplication) does not exceed in the aggregate $10,000,000 at any one time outstanding; provided that (x) the aggregate principal amount of the indebtedness secured by the Liens described in clauses (i) through (iii) above, inclusive, shall not exceed the greater of the aggregate fair value, the aggregate purchase price or the aggregate construction cost, as the case may be, of all properties subject to such Liens and (y) in no event shall the Issuer or any of its Subsidiaries create or permit to exist any Lien on the Equity Interests of NextEra Canadian HoldingsStudios.

Covenants of the Guarantor. (a) The Guarantor will not, and will not permit any Subsidiary Guarantor to, create or permit to exist any Lien upon any property or assets, including Equity Interests issued by the Issuer or any Subsidiary Guarantor, in order to secure any Indebtedness of NEP, the Issuer, Issuer or such Subsidiary Guarantor without providing for the Guaranteed Securities to be equally and ratably secured with (or prior to) any and all such Indebtedness and any other Indebtedness similarly entitled to be equally and ratably secured, for so long as such Indebtedness is so secured; provided, however, that this restriction will not apply to, or prevent the creation or existence of: (i) purchase money liens or purchase money security interests upon or in any property acquired by NEP, the Issuer or such Subsidiary Guarantor in the ordinary course of business to secure the purchase price or construction cost of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property or construction of improvements on such property; (ii) Liens existing on property acquired by NEP, the Issuer or such Subsidiary Guarantor at the time of its acquisition, provided that such Liens were not created in contemplation of such acquisition and do not extend to any assets other than the property so acquired; (iii) Liens securing Funded Debt recourse for which is limited to specific assets of the NEP, the Issuer or such Subsidiary Guarantor created for the purpose of financing the acquisition, improvement or construction of the property subject to such Liens; (iv) the replacement, extension or renewal of any Lien permitted by clauses (i) through (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in the direct or indirect obligor) of the Indebtedness secured thereby; (v) Liens upon or with respect to margin stock; (vi) to the extent constituting Liens on Indebtedness, the rights of the parties to the Cash Sweep and Credit Support Agreement and the Management Services Agreement to borrow cash from NEP or any Subsidiary; (vii) Liens securing Funded Debt of the Issuer or such Subsidiary Guarantor (including Indebtedness pursuant to the Existing Credit Agreement and the Existing Term Loan Agreements (including any secured Hedging Obligations)) that ranks no more senior in right of payment (irrespective of such Liens) than pari passu with the Guaranteed Securities; provided that as of the date of incurrence of any such Funded Debt, and after giving effect thereto, the aggregate principal amount of all Funded Debt of the Issuer or such Subsidiary Guarantor then outstanding that is secured by Liens granted by the Issuer and the Subsidiary Guarantors or any of them shall not exceed the greater of (a) $1,000,000,000 and (b) the amount that would cause the OpCo Secured Leverage Ratio to exceed 4.0:1.0; and (viii) any other Liens (other than Liens described in clauses (i) through (vii) above, if the aggregate principal amount of the indebtedness secured by all such Liens and security interests (without duplication) does not exceed in the aggregate $10,000,000 at any one time outstanding; provided that (x) the aggregate principal amount of the indebtedness secured by the Liens described in clauses (i) through (iii) above, inclusive, shall not exceed the greater of the aggregate fair value, the aggregate purchase price or the aggregate construction cost, as the case may be, of all properties subject to such Liens and (y) in no event shall the Issuer or any of its Subsidiaries create or permit to exist any Lien on the Equity Interests of NextEra Canadian Holdings.

Covenants of the Guarantor. The Guarantor agrees for the benefit of Ambac as follows: (a) The Guarantor it will not, comply with the undertakings and covenants set out in the Finance Documents to which it is a party including without limitation in Clause 4 of the Subscription Agreement as if such covenants were incorporated mutatis mutandis into this Agreement; (b) it will not permit forthwith notify Ambac of anything of which it becomes aware and which has or may reasonably be expected to have rendered untrue or incorrect in any Subsidiary Guarantor to, create or permit to exist respect any Lien upon any property or assets, including Equity Interests issued of the representations and warranties in Clause 2.1 of this Agreement and which is material in the context of the issue and offering of the Bonds and of the transactions contemplated by the Issuer Finance Documents or the issue of the Financial Guarantee; (c) it will provide Ambac with any information, notices, including, inter alia, management accounts (in such form as they are produced by the Guarantor), audited financial statements and other financial information promptly on request after the same become available; (d) it will provide Ambac with copies of all reports relating to violations of the Electricity Distribution Licence received by it or any of its Subsidiaries from OFGEM, as soon as reasonably practicable after delivery or receipt thereof; (e) subject to Applicable Requirements, it will, upon reasonable prior notice by Ambac make appropriate management personnel available for a meeting (whether conducted over the telephone or otherwise) with Ambac at a mutually acceptable time and place to discuss the Guarantor's operational and financial performance over the preceding financial year and its financial plans for the next three years; (f) subject to Applicable Requirements, it will, as soon as reasonably practicable after request by Ambac, provide appropriate personnel for a meeting (whether conducted over the telephone or otherwise) with Ambac at a mutually acceptable time and place if there occurs a significant change in the financial position of the Guarantor or any Subsidiary Guarantor, which is material to the Guarantor as shown in order its most recent financial statements or in any report produced by OFGEM concerning the Guarantor or any of its Subsidiaries; (g) subject to secure any Indebtedness of NEP, the Issuer, or such Subsidiary Guarantor without providing for the Guaranteed Securities to be equally and ratably secured with (or prior to) any and all such Indebtedness and any other Indebtedness similarly entitled to be equally and ratably secured, for so long as such Indebtedness is so secured; provided, howeverApplicable Requirements, that this restriction will not apply tothe duties and obligations of the Guarantor herein shall continue in full force and effect until all of the obligations of all the Obligors under the Finance Documents have been fully and irrevocably discharged, or prevent notwithstanding payment by any Obligor of all amounts due in respect of the creation or existence ofBonds; and (h) in consideration for Ambac's issuance of the Financial Guarantee, it irrevocably and unconditionally: (i) purchase money liens or purchase money security interests upon or in any property acquired guarantees to Ambac the due and punctual observance and performance by NEP, the Issuer of all its obligations under or pursuant to the Finance Documents and agrees to pay to Ambac from time to time on demand all sums of money which the Issuer is at any time liable to pay to Ambac under or pursuant to the Finance Documents and which have become due and payable but have not been paid at the time such Subsidiary Guarantor in the ordinary course of business to secure the purchase price or construction cost of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property or construction of improvements on such property;demand is made; and (ii) Liens existing agrees as a primary obligation to indemnify Ambac from time to time on property acquired demand from and against any loss incurred by NEP, the Issuer or such Subsidiary Guarantor at the time Ambac as a result of its acquisition, provided that such Liens were not created in contemplation of such acquisition and do not extend to any assets other than the property so acquired; (iii) Liens securing Funded Debt recourse for which is limited to specific assets of NEP, the Issuer or such Subsidiary Guarantor created for the purpose of financing the acquisition, improvement or construction of the property subject to such Liens; (iv) the replacement, extension or renewal of any Lien permitted by clauses (i) through (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in the direct or indirect obligor) of the Indebtedness secured thereby; (v) Liens upon or with respect to margin stock; (vi) to the extent constituting Liens on Indebtedness, the rights of the parties to the Cash Sweep and Credit Support Agreement and the Management Services Agreement to borrow cash from NEP or any Subsidiary; (vii) Liens securing Funded Debt obligations of the Issuer under or such Subsidiary Guarantor (including Indebtedness pursuant to the Existing Credit Agreement and Finance Documents being or becoming void, voidable, unenforceable or ineffective as against the Existing Term Loan Agreements (including Issuer for any secured Hedging Obligations)) that ranks no more senior in right of payment (irrespective reason whatsoever, whether or not known to Ambac, the amount of such Liens) than pari passu with the Guaranteed Securities; provided that as of the date of incurrence of any such Funded Debt, and after giving effect thereto, the aggregate principal amount of all Funded Debt of the Issuer or such Subsidiary Guarantor then outstanding that is secured by Liens granted by the Issuer and the Subsidiary Guarantors or any of them shall not exceed the greater of (a) $1,000,000,000 and (b) loss being the amount that which Ambac would cause otherwise have been entitled to recover from the OpCo Secured Leverage Ratio to exceed 4.0:1.0; and (viii) any other Liens (other than Liens described in clauses (i) through (vii) above, if the aggregate principal amount of the indebtedness secured by all such Liens and security interests (without duplication) does not exceed in the aggregate $10,000,000 at any one time outstanding; provided that (x) the aggregate principal amount of the indebtedness secured by the Liens described in clauses (i) through (iii) above, inclusive, shall not exceed the greater of the aggregate fair value, the aggregate purchase price or the aggregate construction cost, as the case may be, of all properties subject to such Liens and (y) in no event shall the Issuer or any of its Subsidiaries create or permit to exist any Lien on the Equity Interests of NextEra Canadian HoldingsIssuer.

Covenants of the Guarantor. In addition and without prejudice to the covenants and undertakings made by the Guarantor elsewhere in this Deed of Guarantee and Indemnity, the Guarantor agrees that until all of the Guaranteed Sums have been fully, unconditionally and irrevocably paid or discharged: (a) The the Guarantor will not, and will not permit any Subsidiary Guarantor to, create or permit to exist any Lien upon any property or assets, including Equity Interests issued by the Issuer or any Subsidiary Guarantor, in order to secure any Indebtedness of NEP, the Issuer, or such Subsidiary Guarantor without providing for the Guaranteed Securities to be equally and ratably secured with (or prior to) any and all such Indebtedness and any other Indebtedness similarly entitled to be equally and ratably secured, for so long as such Indebtedness is so secured; provided, however, that this restriction will not apply to, or prevent the creation or existence ofshall: (i) purchase money liens or purchase money security interests upon or in not seek to enforce any property acquired obligation owed to the Guarantor by NEP, the Issuer or such Subsidiary Borrower which arises by virtue of the discharge by the Guarantor in the ordinary course of business to secure the purchase price or construction cost of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property or construction of improvements on such propertyits obligations hereunder; (ii) Liens existing on property acquired pay to the Bank all distributions in liquidation or otherwise received by NEP, it from or for the Issuer or account of the Borrower in respect of any obligation referred to in sub-paragraph (i) above; the Bank shall apply such Subsidiary Guarantor at sums to reduce the time of its acquisition, provided that outstand-ing Guaranteed Sums in such Liens were not created in contemplation of such acquisition and do not extend to any assets other than the property so acquiredsequence as it may decide; (iii) Liens securing Funded Debt recourse not exercise any claim for which is limited payment against the Borrower or right of subrogation in either case as a result of any payment hereunder to specific assets of NEP, the Issuer or such Subsidiary Guarantor created for the purpose of financing the acquisition, improvement or construction rights of the property subject to such LiensBank under the Finance Contract or any security granted in connection therewith; (iv) not bring legal or other proceedings for an order requiring the replacementBorrower to make any payment or perform any obligation in respect of which the Guarantor has given a guarantee, extension undertaking or renewal indemnity under this Deed of any Lien permitted by clauses (i) through (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in the direct or indirect obligor) of the Indebtedness secured thereby;Guarantee and Indemnity; and (v) Liens upon not claim or with respect to margin stock; (vi) to the extent constituting Liens on Indebtedness, the rights prove as a creditor of the parties to the Cash Sweep and Credit Support Agreement and the Management Services Agreement to borrow cash from NEP Borrower or any Subsidiary; (vii) Liens securing Funded Debt of the Issuer other person or such Subsidiary Guarantor (including Indebtedness pursuant to the Existing Credit Agreement and the Existing Term Loan Agreements (including any secured Hedging Obligations)) that ranks no more senior its estate in right of payment (irrespective of such Liens) than pari passu competition with the Guaranteed Securities; provided that as of the date of incurrence of any such Funded Debt, and after giving effect thereto, the aggregate principal amount of all Funded Debt of the Issuer or such Subsidiary Guarantor then outstanding that is secured by Liens granted by the Issuer and the Subsidiary Guarantors or any of them shall not exceed the greater of (a) $1,000,000,000 and Bank. (b) the amount Guarantor shall hold any monies, rights or security held or received by the Guarantor as a result of the exercise of any such rights of recourse on behalf of, and to the order of, the Bank for application in accordance with the terms of this Deed of Guarantee and Indemnity as if such monies, rights or security were held or received by the Bank under this Deed of Guarantee and Indemnity; (c) the Guarantor shall obtain, comply with the terms of and do all that is necessary to maintain in full force and effect all authorisations, approvals, licences and consents required in or by the laws and regulations of its jurisdiction of incorporation to enable it lawfully to enter into and perform its obligations under this Deed of Guarantee and Indemnity and to ensure the legality, validity, enforceability and admissibility in evidence in its jurisdiction of incorporation and in England of this Deed of Guarantee and Indemnity; (d) the Guarantor shall not take any action which would cause any of the OpCo Secured Leverage Ratio representations made in Article 2.09 above to exceed 4.0:1.0be untrue in any material respect at any time during the continuation of this Deed of Guarantee and Indemnity; (e) the Guarantor shall notify the Bank of the occurrence of any event which results in or may reasonably be expected to result in any of the representations made in Article 2.09 above being untrue when made or when deemed to be repeated; and (viiif) any other Liens the Guarantor shall not change its “centre of main interests” (other than Liens described as that term is used in clauses (iArticle 3(1) through (vii) above, if the aggregate principal amount of the indebtedness secured by all such Liens and security interests (without duplication) does not exceed in the aggregate $10,000,000 at any one time outstanding; provided that (x) the aggregate principal amount Council of the indebtedness secured by the Liens described in clauses (iEuropean Union Regulation No 1346/2000 on Insolvency Proceedings) through (iii) above, inclusive, shall not exceed the greater from its jurisdiction of the aggregate fair value, the aggregate purchase price or the aggregate construction cost, as the case may be, of all properties subject to such Liens and (y) in no event shall the Issuer or any of its Subsidiaries create or permit to exist any Lien on the Equity Interests of NextEra Canadian Holdingsincorporation.