Common use of Debt Covenant Clause in Contracts

Debt Covenant. The Parties intend that (i) the distribution of the Borrowed Funds to Marketing LLC shall qualify as a “debt-financed transfer” under Treasury Regulations Section 1.707-5(b), and (ii) Marketing LLC’s share of the Partnership’s liabilities under the Credit Agreement with respect to the Borrowed Funds under Sections 1.752-2 and 1.707-5(a)(2)(i) of the Treasury Regulations shall be the entire amount of the Partnership’s liabilities under the Credit Agreement with respect to the Borrowed Funds. For purposes of this Section 6.1, Treasury Regulation Section 1.707-3(c) shall be applied by substituting the phrase “three-year” for the phrase “two-year” in each place the latter phrase appears therein. The Parties agree to act at all times in a manner consistent with the foregoing provisions of this Section 6.1, except with the prior written consent of Marketing LLC. For a period of three (3) years, the Partnership will not make any payment that would reduce the outstanding balance of the Partnership’s liabilities under the Credit Agreement below the amount of the Borrowed Funds, other than with the proceeds of a successor debt that (i) qualifies as, and is treated by the Partnership as, a continuation of the debt repaid under Section 1.707-5(c) of the Treasury Regulations, and (ii) is treated as allocable entirely to Marketing LLC under the principles of the debt-financed transfer exception to the disguised sale rules provided in Section 1.707-5(b) of the Treasury Regulations.

Debt Covenant. The Parties intend that (i) the distribution of the Borrowed Funds to Marketing LLC shall qualify as a “debt-financed transfer” under Treasury Regulations Section 1.707-5(b), and (ii) Marketing LLC’s share of the Partnership’s liabilities under the Credit Agreement with respect to the Borrowed Funds under Sections 1.752-2 and 1.707-5(a)(2)(i) of the Treasury Regulations shall be the entire amount of the Partnership’s liabilities under the Credit Agreement with respect to the Borrowed Funds. For purposes of this Section 6.1, Treasury Regulation Section 1.707-3(c) shall be applied by substituting the phrase “threefour-year” for the phrase “two-year” in each place the latter phrase appears therein. The Parties agree to act at all times in a manner consistent with the foregoing provisions of this Section 6.1, except with the prior written consent of Marketing LLC. For a period of three four (34) years, the Partnership will not make any payment that would reduce the outstanding balance of the Partnership’s liabilities under the Credit Agreement below the amount of the Borrowed Funds, other than with the proceeds of a successor debt that (i) qualifies as, and is treated by the Partnership as, a continuation of the debt repaid under Section 1.707-5(c) of the Treasury Regulations, and (ii) is treated as allocable entirely to Marketing LLC under the principles of the debt-financed transfer exception to the disguised sale rules provided in Section 1.707-5(b) of the Treasury Regulations.