Common use of Covenants Regarding the Incurrence of Indebtedness Clause in Contracts

Covenants Regarding the Incurrence of Indebtedness. (a) Delphi hereby covenants and agrees that, for so long as GM continues to beneficially own at least 50% of the outstanding shares of Delphi Common Stock, Delphi shall not, and shall not permit any of its Subsidiaries to, without GM's prior written consent (which it may withhold in its sole and absolute discretion), take any of the following actions: (i) create, incur, assume or suffer to exist any Delphi Indebtedness in excess of an aggregate of $5.0 billion outstanding at any time; provided, however, that Delphi may consummate, or agree to consummate, any acquisition or other similar transaction or series of related transactions involving Delphi or any of its Subsidiaries acquiring Control of any Person (an "Acquisition Target") as a result of which the Delphi Indebtedness would exceed $5.0 billion so long as both (A) the Acquisition Target has an FFO to Debt Ratio equal to or greater than 20% and (B) the Delphi Indebtedness after giving effect to such transaction(s) (including, without duplication, any Delphi Indebtedness incurred in connection therewith and any Target Indebtedness that will become Delphi Indebtedness as a result of such transaction(s)) would not exceed $6.0 billion; and (ii) consummate, or agree to consummate, any acquisition or other similar transaction or series of related transactions involving Delphi or any of its Subsidiaries acquiring Control of any Acquisition Target with an FFO to Debt Ratio (b) In order to implement this Section 5.3, Delphi shall notify GM in writing at least 15 Business Days prior to the time it or any of its Subsidiaries contemplates incurring any Delphi Indebtedness or agreeing to acquire Control of an Acquisition Target of its intention to do so and shall either (i) demonstrate to GM's satisfaction that this Section 5.3 shall not be violated by such proposed additional Delphi Indebtedness or acquisition or (ii) obtain GM's prior written consent to such proposed additional Delphi Indebtedness or acquisition. Any such written notification from Delphi to GM shall include documentation of any existing Delphi Indebtedness and estimated Delphi Indebtedness after giving effect to such proposed incurrence of additional Delphi Indebtedness or acquisition and, if delivered in connection with any transaction(s) involving an Acquisition Target, (A) documentation of the Acquisition Target's Target Indebtedness, (B) calculations of the Acquisition Target's FFO to Debt Ratio and (C) calculations of compliance with this Section 5.3, including the Adjusted Delphi Indebtedness, if applicable. GM shall have the right to verify the accuracy of such information and Delphi shall cooperate fully with GM in such effort (including, without limitation, by providing GM with access to the working papers and underlying documentation related to any calculations used in determining such information). (c) For purposes of this Section 5.3, the following terms shall have the following meanings:

Covenants Regarding the Incurrence of Indebtedness. (a) Delphi CMC hereby covenants and agrees that, for so long as GM Cabot continues to beneficially own at least 50% of the outstanding shares of Delphi CMC Common Stock, Delphi CMC shall not, and shall not permit any of its Subsidiaries to, without GMCabot's prior written consent (which it may withhold in its sole and absolute discretion), take any of the following actions: (i) create, incur, assume or suffer to exist any Delphi CMC Indebtedness in excess of an aggregate of $5.0 billion 50,000,000 outstanding at any time; provided, however, that Delphi may consummate, or agree to consummate, any acquisition or other similar transaction or series of related transactions involving Delphi or any of its Subsidiaries acquiring Control of any Person (an "Acquisition Target") as a result of which the Delphi Indebtedness would exceed $5.0 billion so long as both (A) the Acquisition Target has an FFO to Debt Ratio equal to or greater than 20% and (B) the Delphi Indebtedness after giving effect to such transaction(s) (including, without duplication, any Delphi Indebtedness incurred in connection therewith and any Target Indebtedness that will become Delphi Indebtedness as a result of such transaction(s)) would not exceed $6.0 billion; and (ii) consummate, or agree to consummate, any acquisition or other similar transaction or series of related transactions involving Delphi or any of its Subsidiaries acquiring Control of any Acquisition Target with an FFO to Debt Ratio. (b) In order to implement this Section 5.34.3, Delphi CMC shall notify GM Cabot in writing at least 15 Business Days prior to the time it or any of its Subsidiaries contemplates incurring any Delphi CMC Indebtedness or agreeing to acquire Control of an Acquisition Target of its intention to do so and shall either (i) demonstrate to GMCabot's satisfaction that this Section 5.3 4.3 shall not be violated by such proposed additional Delphi CMC Indebtedness or acquisition or (ii) obtain GMCabot's prior written consent to such proposed additional Delphi CMC Indebtedness or acquisition. Any such written notification from Delphi CMC to GM Cabot shall include documentation of any existing Delphi CMC Indebtedness and estimated Delphi CMC Indebtedness after giving effect to such proposed incurrence of additional Delphi CMC Indebtedness or acquisition and, if delivered in connection with any transaction(s) involving an Acquisition Target, (A) documentation of the Acquisition Target's Target Indebtedness, (B) calculations of the Acquisition Target's FFO to Debt Ratio and (C) calculations of compliance with this Section 5.34.3, including the Adjusted Delphi CMC Indebtedness, if applicable. GM Cabot shall have the right to verify the accuracy of such information and Delphi CMC shall cooperate fully with GM Cabot in such effort (including, without limitation, by providing GM Cabot with access to the working papers and underlying documentation related to any calculations used in determining such information). (c) For purposes of this Section 5.34.3, the following terms shall have the following meanings:

Covenants Regarding the Incurrence of Indebtedness. (a) Delphi Txx Hortons hereby covenants and agrees that, for so long as GM continues Wendy’s is required to beneficially own at least 50% consolidate the results of operations and financial position of any member of the outstanding shares of Delphi Common StockTxx Hortons Group (determined in accordance with GAAP and consistent with SEC reporting requirements), Delphi Txx Hortons shall not, and Txx Hortons shall not permit any other member of its Subsidiaries the Txx Hortons Group to, without GM's Wendy’s prior written consent (which it Wendy’s may withhold in its sole and absolute discretion), take any of the following actions: (i) create, incur, assume or suffer to exist any Delphi Txx Hortons Indebtedness if the incurrence of such Txx Hortons Indebtedness would cause Wendy’s to be in excess breach of an aggregate or in default under any contract the existence of which Wendy’s has advised Txx Hortons and of which Wendy’s has furnished Txx Hortons a copy pursuant to Section 5.2(c), or if the incurrence of such Txx Hortons Indebtedness could be reasonably likely (in the reasonable opinion of Wendy’s) to adversely impact the credit rating of any of Wendy’s rated indebtedness, or if the incurrence of such Txx Hortons Indebtedness involves more than $5.0 billion outstanding at any time10 million; provided, however, that Delphi may consummatethe foregoing shall not prohibit any member of the Txx Hortons Group from borrowing or having outstanding (i) up to an aggregate of C$200 million at any time outstanding under the C$200 million revolving credit facility entered into by members of the Txx Hortons Group prior to the Effective Date, or agree to consummate, any acquisition or other similar transaction or series of related transactions involving Delphi or any of its Subsidiaries acquiring Control of any Person (an "Acquisition Target") as a result of which the Delphi Indebtedness would exceed $5.0 billion so long as both (A) the Acquisition Target has an FFO to Debt Ratio equal to or greater than 20% and (B) the Delphi Indebtedness after giving effect to such transaction(s) (including, without duplication, any Delphi Indebtedness incurred in connection therewith and any Target Indebtedness that will become Delphi Indebtedness as a result of such transaction(s)) would not exceed $6.0 billion; and (ii) consummateup to an aggregate of US$100 million at any time outstanding under the US$100 million revolving credit facility entered into by members of the Txx Hortons Group prior to the Effective Date, (iii) up to an aggregate of C$300 million at any time outstanding under the term loan facility entered into by members of the Txx Hortons Group prior to the Effective Date and (iv) up to an aggregate of C$200 million at any time outstanding under a bridge loan entered into by members of the Txx Hortons Group prior to the Effective Date (or agree to consummate, any acquisition the refinancing of such C$200 million indebtedness through the private placement or other similar transaction or series issuance of related transactions involving Delphi or any of its Subsidiaries acquiring Control of any Acquisition Target with an FFO to Debt Ratiodebt securities). (b) In order to implement this Section 5.3, Delphi Txx Hortons shall notify GM Wendy’s in writing at least 15 45 Business Days prior to the time at which it or any other member of its Subsidiaries the Txx Hortons Group contemplates incurring any Delphi Txx Hortons Indebtedness (other than draws under the revolving credit facilities permitted under Section 5.3(a), capital leases incurred in the ordinary course of business consistent with past practices, and the initial funding of (but not the subsequent incurrence of debt, liens or agreeing to acquire Control contingent liabilities otherwise permitted by the terms of an Acquisition Target the credit agreements or other agreements governing) the term loan and bridge loan (or refinancing thereof) contemplated in Section 5.3(a)) of its intention to do so and shall either (i) demonstrate to GM's Wendy’s satisfaction that this Section 5.3 shall not be violated by such proposed additional Delphi Txx Hortons Indebtedness or acquisition or (ii) obtain GM's Wendy’s prior written consent to the incurrence of such proposed additional Delphi Indebtedness or acquisitionTxx Hortons Indebtedness. Any such written notification from Delphi Txx Hortons to GM Wendy’s shall include documentation of any existing Delphi Txx Hortons Indebtedness and estimated Delphi aggregate Txx Hortons Indebtedness after giving effect to such proposed incurrence of additional Delphi Indebtedness or acquisition and, if delivered in connection with any transaction(s) involving an Acquisition Target, (A) documentation of the Acquisition Target's Target Txx Hortons Indebtedness, (B) calculations of the Acquisition Target's FFO to Debt Ratio and (C) calculations of compliance with this Section 5.3, including the Adjusted Delphi Indebtedness, if applicable. GM Wendy’s shall have the right to verify the accuracy of such information and Delphi Txx Hortons shall cooperate fully with GM Wendy’s in such effort (including, without limitation, including by providing GM Wendy’s with access to the working papers and underlying documentation related to any calculations used in determining such information). (c) For purposes of this Section 5.3, the following terms shall have the following meanings:

Covenants Regarding the Incurrence of Indebtedness. (a) Delphi OSCA hereby covenants and agrees that, for so long as GM GLC continues to beneficially own at least 50% of the outstanding shares of Delphi OSCA Common Stock, Delphi OSCA shall not, and shall not permit any of its Subsidiaries to, without GMGLC's prior written consent (which it may withhold in its sole and absolute discretion), take any of the following actions: (i) create, incur, assume or suffer to exist any Delphi OSCA Indebtedness in excess of an aggregate of $5.0 billion __ million outstanding at any time; provided, however, that Delphi OSCA may consummate, or agree to consummate, any acquisition or other similar transaction or series of related transactions involving Delphi OSCA or any of its Subsidiaries acquiring Control of any Person (an "Acquisition Target") as a result of which the Delphi OSCA Indebtedness would exceed $5.0 billion __ million so long as both (A) the Acquisition Target has an FFO to Debt Ratio equal to or greater than 20__% and (B) the Delphi OSCA Indebtedness after giving effect to such transaction(s) (including, without duplication, any Delphi OSCA Indebtedness incurred in connection therewith and any Target Indebtedness that will become Delphi OSCA Indebtedness as a result of such transaction(s)) would not exceed $6.0 billion__ million; and (ii) consummate, or agree to consummate, any acquisition or other similar transaction or series of related transactions involving Delphi OSCA or any of its Subsidiaries acquiring Control of any Acquisition Target with an FFO to Debt RatioRatio less than __% unless the Adjusted OSCA Indebtedness would not exceed $__ million. (b) In order to implement this Section 5.3, Delphi OSCA shall notify GM GLC in writing at least 15 Business Days prior to the time it or any of its Subsidiaries contemplates incurring any Delphi OSCA Indebtedness or agreeing to acquire Control of an Acquisition Target of its intention to do so and shall either (i) demonstrate to GMGLC's satisfaction that this Section 5.3 shall not be violated by such proposed additional Delphi OSCA Indebtedness or acquisition or (ii) obtain GMGLC's prior written consent to such proposed additional Delphi OSCA Indebtedness or acquisition. Any such written notification from Delphi OSCA to GM GLC shall include documentation of any existing Delphi OSCA Indebtedness and estimated Delphi OSCA Indebtedness after giving effect to such proposed incurrence of additional Delphi OSCA Indebtedness or acquisition and, if delivered in connection with any transaction(s) involving an Acquisition Target, (A) documentation of the Acquisition Target's Target Indebtedness, (B) calculations of the Acquisition Target's FFO to Debt Ratio and (C) calculations of compliance with this Section 5.3, including the Adjusted Delphi OSCA Indebtedness, if applicable. GM GLC shall have the right to verify the accuracy of such information and Delphi OSCA shall cooperate fully with GM GLC in such effort (including, without limitation, by providing GM GLC with access to the working papers and underlying documentation related to any calculations used in determining such information). (c) For purposes of this Section 5.3, the following terms shall have the following meanings: