Common use of Consolidated Total Debt Clause in Contracts

Consolidated Total Debt. A. Indebtedness of the Ultimate Parent and its Subsidiaries determined on a consolidated basis in accordance with GAAP as set forth below: (i) All indebtedness for borrowed money $ (ii) All obligations issued, undertaken or assumed as the deferred purchase price of property or services (other than (a) trade payables entered into in the ordinary course of business pursuant to ordinary terms and (b) ordinary course purchase price adjustments) $ (iii) All reimbursement or payment obligations with respect to letters of credit or non-contingent reimbursement or payment obligations with respect to bankers acceptances, surety bonds and similar documents $ (iv) All obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses $ (v) All indebtedness created or arising under any conditional sale or other title retention agreement or sales of accounts receivable, in any such case with respect to property acquired by such Person and/or any of its Subsidiaries (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property) $ (vi) All Capital Lease Obligations $ (vii) All net obligations with respect to Interest Rate Protection Agreements $ (viii) Disqualified Stock $ (ix) All indebtedness referred to in items (i) through (viii) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property (including accounts and contracts rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness (in which event the amount thereof shall not be deemed to exceed the fair value of such property) $ (x) All Guaranty Obligations in respect of obligations of the kinds referred to in items (i) through (ix) above $ Consolidated Total Debt (Add Items (i) through (x)): $

Consolidated Total Debt. A. Indebtedness of the Ultimate Parent Parent, Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP as set forth below: (i) All indebtedness for borrowed money $____________ (ii) All obligations issued, undertaken or assumed as the deferred purchase price of property or services (other than (a) trade payables entered into in the ordinary course of business pursuant to ordinary terms and (b) ordinary course purchase price adjustments) $____________ (iii) All reimbursement or payment obligations with respect to letters of credit or non-contingent reimbursement or payment obligations with respect to bankers acceptances, surety bonds and similar documents $____________ (iv) All obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses $____________ (v) All indebtedness created or arising under any conditional sale or other title retention agreement or sales of accounts receivable, in any such case with respect to property acquired by such Person the Borrower and/or any of its Subsidiaries (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property) $____________ (vi) All Capital Lease Obligations $____________ (vii) All net obligations with respect to Interest Rate Protection Agreements $____________ (viii) Disqualified Stock $____________ (ix) All indebtedness referred to in items (i) through (viii) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property (including accounts and contracts rights) owned by such Personthe Borrower or any of its Subsidiaries, even though the Borrower or any such Person Subsidiary has not assumed or become liable for the payment of such Indebtedness (in which event the amount thereof shall not be deemed to exceed the fair value of such property) $____________ (x) All Guaranty Obligations in respect of obligations of the kinds referred to in items (i) through (ix) above $ Consolidated Total Debt $____________ Indebtedness (Add Items (i) through (x)): ) $____________

Consolidated Total Debt. A. Indebtedness “Consolidated Total Debt” means, as of any date of determination, the Ultimate Parent aggregate stated balance sheet amount of all indebtedness of Company and its Subsidiaries (excluding (A) debt securities which are not recourse to Company or any of its Subsidiaries and which are issued by Variable Interest Entities, (B) repurchase agreements, (C) obligations owing to any Federal Home Loan Bank secured by pledged assets, (D) obligations owing to any Federal Reserve Bank secured by pledges of mortgage-backed securities, (E) derivatives transactions entered into in the ordinary course of business for the purpose of asset and liability management and (F) that portion of obligations with respect to leases that would have been classified as operating leases as defined in ASC 840 that is properly classified as a liability on a balance sheet in conformity with GAAP), determined on a consolidated basis in accordance with GAAP GAAP. “Contingent Obligation”, as set forth below: applied to any Person, means any direct or indirect liability, contingent or otherwise, of that Person (i) All indebtedness for borrowed money $ with respect to any Indebtedness, lease, dividend or other obligation of another if the primary purpose or intent thereof by the Person incurring the Contingent Obligation is to provide assurance to the obligee of such obligation of another that such obligation of another will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such obligation will be protected (in whole or in part) against loss in respect thereof or (ii) All obligations issued, undertaken with respect to any letter of credit issued for the account of that Person or assumed as the deferred purchase price to which that Person is otherwise liable for reimbursement of property or services (other than drawings. Contingent Obligations shall include (a) trade payables entered into the direct or indirect guaranty, endorsement (otherwise than for collection or deposit in the ordinary course of business pursuant to ordinary terms and business), co-making, discounting with recourse or sale with recourse by such Person of the obligation of another, (b) ordinary course purchase price adjustments) $ (iii) All reimbursement the obligation to make take-or-pay or payment obligations with respect to letters similar payments if required regardless of credit or non-contingent reimbursement performance by any other party or payment obligations with respect parties to bankers acceptancesan agreement, surety bonds and similar documents $ (ivc) All obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition any liability of property, assets or businesses $ (v) All indebtedness created or arising under any conditional sale or other title retention agreement or sales of accounts receivable, in any such case with respect to property acquired by such Person and/or for the obligation of another through any of its Subsidiaries agreement (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property) $ (vi) All Capital Lease Obligations $ (vii) All net obligations with respect to Interest Rate Protection Agreements $ (viii) Disqualified Stock $ (ix) All indebtedness referred to in items (i) through (viii) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, ) (1) to be secured by) any Lien upon or in property (including accounts and contracts rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness (in which event the amount thereof shall not be deemed to exceed the fair value of such property) $ (x) All Guaranty Obligations in respect of obligations of the kinds referred to in items (i) through (ix) above $ Consolidated Total Debt (Add Items (i) through (x)): $purchase,

Consolidated Total Debt. A. Indebtedness of the Ultimate Parent and its Subsidiaries determined on a consolidated basis in accordance with GAAP as set forth below: (i) All indebtedness for borrowed money $$ _________ (ii) All obligations issued, undertaken or assumed as the deferred purchase price of property or services (other than (a) trade payables entered into in the ordinary course of business pursuant to ordinary terms and (b) ordinary course purchase price adjustments) $$ _________ (iii) All reimbursement or payment obligations with respect to letters of credit or non-contingent reimbursement or payment obligations with respect to bankers acceptances, surety bonds and similar documents $$ _________ (iv) All obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses $$ _________ (v) All indebtedness created or arising under any conditional sale or other title retention agreement or sales of accounts receivable, in any such case with respect to property acquired by such Person and/or any of its Subsidiaries (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property) $$ _________ (vi) All Capital Lease Obligations $$ _________ (vii) All net obligations with respect to Interest Rate Protection Agreements $$ _________ (viii) Disqualified Stock $$ _________ (ix) All indebtedness referred to in items (i) through (viii) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property (including accounts and contracts rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness (in which event the amount thereof shall not be deemed to exceed the fair value of such property) $$ _________ (x) All Guaranty Obligations in respect of obligations of the kinds referred to in items (i) through (ix) above $ _________ Consolidated Total Debt determined on such date of borrowing or extension of credit after giving effect to all Loans, Borrowings, L/C Credit Extensions and other borrowings and extensions of credit made and proposed to be made on such date and the use of proceeds thereof (Add Items (i) through (x)): $) $ _________