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

Covenants Regarding the Incurrence of Indebtedness. (a) Freescale covenants and agrees that prior to the consummation of the IPO, Freescale will not, and Freescale will not permit any other member of the Freescale Group to, without Motorola’s prior written consent (which Motorola may withhold in its sole and absolute discretion), directly or indirectly, solicit, initiate or encourage any negotiations or discussions with respect to any offer or proposal for Freescale Indebtedness, other than for (i) the Freescale High Yield Notes and (ii) the Freescale Bank Facilities. (b) Freescale covenants and agrees, that, notwithstanding any other provision in this Agreement to the contrary, prior to the consummation of the IPO, Freescale will not, and Freescale will not permit any other member of the Freescale Group to, without Motorola’s prior written consent (which Motorola may withhold in its sole and absolute discretion), directly or indirectly, incur any Freescale Indebtedness (other than Inter-Group Indebtedness). Freescale covenants and agrees that after the consummation of the IPO and through the Distribution Date, Freescale will not, and Freescale will not permit any other member of the Freescale Group to, without Motorola’s prior written consent (which Motorola may withhold in its sole and absolute discretion), directly or indirectly, incur any Freescale Indebtedness other than in accordance with the terms of the Freescale High Yield Notes and the Freescale Bank Facilities. (c) Freescale hereby covenants and agrees that, for so long as Freescale constitutes a “Subsidiary” as such term is defined in the Motorola Credit Agreement, Freescale will not, and Freescale will not permit any other member of the Freescale Group to, without Motorola’s prior written consent (which Motorola may withhold in its sole and absolute discretion), create, incur, assume or suffer to exist any Freescale Indebtedness if the incurrence of such Freescale Indebtedness would cause Motorola to be in breach of or in default under any Contract the existence of which Motorola has advised Freescale and of which Motorola has furnished Freescale a copy pursuant to Section 5.2(c), or if the incurrence of such Freescale Indebtedness could be reasonably likely to adversely impact the credit rating of any commercial Motorola indebtedness. (d) In order to implement this Section 5.3, Freescale will notify Motorola in writing at least forty-five (45) Business Days prior to the time it or any other member of the Freescale Group contemplates incurring any Freescale Indebtedness of its intention to do so and will either (i) demonstrate to Motorola’s satisfaction that this Section 5.3 will not be violated by such proposed additional Freescale Indebtedness or (ii) obtain Motorola’s prior written consent to the incurrence of such proposed additional Freescale Indebtedness. Any such written notification from Freescale to Motorola will include documentation of any existing Freescale Indebtedness and estimated Freescale Indebtedness after giving effect to such proposed incurrence of additional Freescale Indebtedness. Motorola will have the right to verify the accuracy of such information and Freescale will cooperate fully with Motorola in such effort (including, without limitation, by providing Motorola with access to the working papers and underlying documentation related to any calculations used in determining such information).

Covenants Regarding the Incurrence of Indebtedness. (a) Freescale covenants and agrees that prior to the consummation of the IPO, Freescale will not, and Freescale will not permit any other member of the Freescale Group to, without Motorola’s prior written consent (which Motorola may withhold in its sole and absolute discretion), directly or indirectly, solicit, initiate or encourage any negotiations or discussions with respect to any offer or proposal for Freescale Indebtedness, other than for (i) the Freescale High Yield Notes and (ii) the Freescale Bank Facilities. (b) Freescale covenants and agrees, that, notwithstanding any other provision in this Agreement to the contrary, prior to the consummation of the IPO, Freescale will not, and Freescale will not permit any other member of the Freescale Group to, without Motorola’s prior written consent (which Motorola may withhold in its sole and absolute discretion), directly or indirectly, incur any Freescale Indebtedness (other than Inter-Group Indebtedness). Freescale covenants and agrees that after the consummation of the IPO and through the Distribution Date, Freescale will not, and Freescale will not permit any other member of the Freescale Group to, without Motorola’s prior written consent (which Motorola may withhold in its sole and absolute discretion), directly or indirectly, incur any Freescale Indebtedness other than in accordance with the terms of the Freescale High Yield Notes and the Freescale Bank Facilities. (c) Freescale hereby covenants and agrees that, for so long as Freescale constitutes a “Subsidiary” as such term is defined in the Motorola Credit Agreement, Freescale will not, and Freescale will not permit any other member of the Freescale Group to, without Motorola’s prior written consent (which Motorola may withhold in its sole and absolute discretion), create, incur, assume or suffer to exist any Freescale Indebtedness if the incurrence of such Freescale Indebtedness would cause Motorola to be in breach of or in default under any Contract the existence of which Motorola has advised Freescale and of which Motorola has furnished Freescale a copy pursuant to Section 5.2(c), or if the incurrence of such Freescale Indebtedness could be reasonably likely to adversely impact the credit rating of any commercial Motorola indebtedness. (d) In order to implement this Section 5.3, Freescale will notify Motorola in writing at least forty-five (45) Business Days prior to the time it or any other member of the Freescale Group contemplates incurring any Freescale Indebtedness of its intention to do so and will either (i) demonstrate to Motorola’s satisfaction that this Section 5.3 will not be violated by such proposed additional Freescale Indebtedness or (ii) obtain Motorola’s prior written consent to the incurrence of such proposed additional Freescale Indebtedness. Any such written notification from Freescale to Motorola will include documentation of any existing Freescale Indebtedness and estimated Freescale Indebtedness after giving effect to such proposed incurrence of additional Freescale Indebtedness. Motorola will have the right to verify the accuracy of such information and Freescale will cooperate fully with Motorola in such effort (including, without limitation, by providing Motorola with access to the working papers and underlying documentation related to any calculations used in determining such information).