Common use of Financing Debt of Certain Subsidiaries Clause in Contracts

Financing Debt of Certain Subsidiaries. Permit: (i) the aggregate Financing Debt of all Material Subsidiaries (other than any Material Subsidiary that is a Guarantor Subsidiary), on a Consolidated basis; plus, without duplication (ii) the aggregate Indebtedness secured by security interests over Restricted Property given by the Borrower or any Material Subsidiary in favor of Subsidiaries (other than Guarantor Subsidiaries) which are not Material Subsidiaries; plus, without duplication (iii) the aggregate Financing Debt of Finance Co.; plus, without duplication (iv) the amount by which the aggregate Financing Debt of any Subsidiary of the Borrower (other than Finance Co. or a Material Subsidiary) exceeds an aggregate of $750,000,000 and which Financing Debt is guaranteed by the Borrower or any Material Subsidiary (whether directly or indirectly through corporate law applicable to unlimited liability companies), to exceed 17.5% of Consolidated Tangible Assets as of the last day of each Fiscal Quarter, as reported to the Lenders in accordance with Section 5.01(h); provided that, for the purpose of calculating the aggregate Financing Debt referred to in (i) above or the aggregate Indebtedness referred to in (ii) above, there shall be excluded (A) the Financing Debt of any Public Material Subsidiary or (B) any such Indebtedness secured by security interests over Restricted Property of any Public Material Subsidiary for so long as, in regard to any case referred to in (A) or (B), Publicly Traded Securities of the relevant Public Material Subsidiary are listed on any stock exchange and for 120 days (or such longer period as the Required Lenders may allow in their sole discretion) after the date that Publicly Traded Securities of such Public Material Subsidiary cease to be so listed.

Financing Debt of Certain Subsidiaries. PermitThe Borrower shall not permit: (i) the aggregate Financing Debt of all Material Subsidiaries (other than any Material Subsidiary that is a which are Non- Guarantor Subsidiary)Subsidiaries, on a Consolidated consolidated basis; plus, without duplication (ii) the aggregate Indebtedness (as defined in the Negative Pledge) secured by security interests over Restricted Property (as defined in the Negative Pledge) given by the Borrower or any Material Subsidiary in favor favour of Non-Guarantor Subsidiaries (other than Guarantor Subsidiaries) which are not Material Subsidiaries; plus, without duplication (iii) the aggregate Financing Debt of Finance Co.; plus, without duplication (iv) the amount by which the aggregate Financing Debt of any Subsidiary of the Borrower (other than Finance Co. or a Material Subsidiary) exceeds an aggregate of $US$750,000,000 and which Financing Debt is guaranteed by the Borrower or any Material Subsidiary (whether directly or indirectly through corporate law applicable to unlimited liability companies), ; to exceed 17.5% of Consolidated Tangible Assets as of the last day of each Fiscal Quarter, as reported to the Lenders in accordance with Section 5.01(h8.1(h); provided that, for the purpose of calculating the aggregate Financing Debt referred to in (i) above or the aggregate Indebtedness referred to in (ii) above, there shall be excluded (Ay) the Financing Debt of any Public Material Subsidiary or (Bz) any such Indebtedness secured by security interests over Restricted Property (as defined in the Negative Pledge) of any Public Material Subsidiary for so long as, in regard to any case referred to in (Ay) or (B)z) above, Publicly Traded Common Equity Securities of the relevant Public Material Subsidiary are listed on any stock exchange and for 120 days (or such longer period as the Required Majority Lenders may allow in their sole discretion) after the date that Publicly Traded Common Equity Securities of such Public Material Subsidiary cease to be so listed.; and

Financing Debt of Certain Subsidiaries. PermitThe Guarantor shall not permit: (i) the aggregate Financing Debt of all Material Subsidiaries (other than any Material Subsidiary that is a the Borrower) which are Non-Guarantor Subsidiary)Subsidiaries, on a Consolidated consolidated basis; plus, without duplication (ii) the aggregate Indebtedness (as defined in the Negative Pledge) secured by security interests over Restricted Property (as defined in the Negative Pledge) given by the Borrower Guarantor or any Material Subsidiary in favor favour of Non-Guarantor Subsidiaries (other than Guarantor Subsidiaries) which are not Material Subsidiaries; plus, without duplication (iii) the aggregate Financing Debt of Finance Co.; plus, without duplication (iv) the amount by which the aggregate Financing Debt of any Subsidiary of the Borrower (other than Finance Co. or a Material Subsidiary) exceeds an aggregate of $US$750,000,000 and which Financing Debt is guaranteed by the Borrower Guarantor or any Material Subsidiary (whether directly or indirectly through corporate law applicable to unlimited liability companies), ; to exceed 17.5% of Consolidated Tangible Assets as of the last day of each Fiscal Quarter, as reported to the Lenders in accordance with Section 5.01(h8.1(h); provided that, for the purpose of calculating the aggregate Financing Debt referred to in (i) above or the aggregate Indebtedness referred to in (ii) above, there shall be excluded (Ay) the Financing Debt of any Public Material Subsidiary or (Bz) any such Indebtedness secured by security interests over Restricted Property (as defined in the Negative Pledge) of any Public Material Subsidiary for so long as, in regard to any case referred to in (Ay) or (B)z) above, Publicly Traded Common Equity Securities of the relevant Public Material Subsidiary are listed on any stock exchange and for 120 days (or such longer period as the Required Majority Lenders may allow in their sole discretion) after the date that Publicly Traded Common Equity Securities of such Public Material Subsidiary cease to be so listed.; and

Financing Debt of Certain Subsidiaries. PermitThe Guarantor shall not permit: (i) the aggregate Financing Debt of all Material Subsidiaries (other than any Material Subsidiary that is a the Borrower) which are Non-Guarantor Subsidiary)Subsidiaries, on a Consolidated basis; plus, without duplication (ii) the aggregate Indebtedness secured by security interests over Restricted Property given by the Borrower Guarantor or any Material Subsidiary in favor favour of Non-Guarantor Subsidiaries (other than Guarantor Subsidiaries) which are not Material Subsidiaries; plus, without duplication (iii) the aggregate Financing Debt of Finance Co.; plus, without duplication (iv) the amount by which the aggregate Financing Debt of any Subsidiary of the Borrower (other than Finance Co. or a Material Subsidiary) exceeds an aggregate of $US$750,000,000 and which Financing Debt is guaranteed by the Borrower Guarantor or any Material Subsidiary (whether directly or indirectly through corporate law applicable to unlimited liability companies), ; to exceed 17.5% of Consolidated Tangible Assets as of the last day of each Fiscal Quarter, as reported to the Lenders in accordance with Section 5.01(h8.1(h); provided that, for the purpose of calculating the aggregate Financing Debt referred to in (i) above or the aggregate Indebtedness referred to in (ii) above, there shall be excluded (Ay) the Financing Debt of any Public Material Subsidiary or (Bz) any such Indebtedness secured by security interests over Restricted Property of any Public Material Subsidiary for so long as, in regard to any case referred to in (Ay) or (B)z) above, Publicly Traded Common Equity Securities of the relevant Public Material Subsidiary are listed on any stock exchange and for 120 days (or such longer period as the Required Majority Lenders may allow in their sole discretion) after the date that Publicly Traded Common Equity Securities of such Public Material Subsidiary cease to be so listed.; and

Financing Debt of Certain Subsidiaries. PermitThe Guarantor shall not permit: (i) the aggregate Financing Debt of all Material Subsidiaries (other than any Material Subsidiary that is a the Borrower) which are Non-Guarantor Subsidiary)Subsidiaries, on a Consolidated basis; plus, without duplication (ii) the aggregate Indebtedness secured by security interests over Restricted Property given by the Borrower Guarantor or any Material Subsidiary in favor favour of Non-Guarantor Subsidiaries (other than Guarantor Subsidiaries) which are not Material Subsidiaries; plus, without duplication (iii) the aggregate Financing Debt of Finance Co.; plus, without duplication (iv) the amount by which the aggregate Financing Debt of any Subsidiary of the Borrower (other than Finance Co. or a Material Subsidiary) exceeds an aggregate of $US$750,000,000 and which Financing Debt is guaranteed by the Borrower Guarantor or any Material Subsidiary (whether directly or indirectly through corporate law applicable to unlimited liability companies), ; to exceed 17.5% of Consolidated Tangible Assets as of the last day of each Fiscal Quarter, as reported to the Lenders in accordance with Section 5.01(h8.1(h); provided that, for the purpose of calculating the aggregate Financing Debt referred to in (i) above or the aggregate Indebtedness referred to in (ii) above, there shall be excluded (AyA) the Financing Debt of any Public Material Subsidiary or (BzB) any such Indebtedness secured by security interests over Restricted Property of any Public Material Subsidiary for so long as, in regard to any case referred to in (AyA) or (B)zB) above, Publicly Traded Common Equity Securities of the relevant Public Material Subsidiary are listed on any stock exchange and for 120 days (or such longer period as the Required Majority Lenders may allow in their sole discretion) after the date that Publicly Traded Common Equity Securities of such Public Material Subsidiary cease to be so listed.; and

Financing Debt of Certain Subsidiaries. Permit: (i) the aggregate Financing Debt of all Material Subsidiaries (other than any Material Subsidiary that is a Guarantor Subsidiary), on a Consolidated consolidated basis; plus, without duplication (ii) the aggregate Indebtedness secured by security interests over Restricted Property given by the Borrower or any Material Subsidiary in favor of Subsidiaries (other than Guarantor Subsidiaries) which are not Material Subsidiaries; plus, without duplication (iii) the aggregate Financing Debt of Finance Co.; plus, without duplication (iv) the amount by which the aggregate Financing Debt of any Subsidiary of the Borrower (other than Finance Co. or a Material Subsidiary) exceeds an aggregate of $750,000,000 and which Financing Debt is guaranteed by the Borrower or any Material Subsidiary (whether directly or indirectly through corporate law applicable to unlimited liability companies), to exceed 17.5% of Consolidated Tangible Assets as of the last day of each Fiscal Quarter, as reported to the Lenders in accordance with Section 5.01(h); provided that, for the purpose of calculating the aggregate Financing Debt referred to in (i) above or the aggregate Indebtedness referred to in (ii) above, there shall be excluded (A) the Financing Debt of any Public Material Subsidiary or (B) any such Indebtedness secured by security interests over Restricted Property of any Public Material Subsidiary for so long as, in regard to any case referred to in (A) or (B), Publicly Traded Securities of the relevant Public Material Subsidiary are listed on any stock exchange and for 120 days (or such longer period as the Required Lenders may allow in their sole discretion) after the date that Publicly Traded Securities of such Public Material Subsidiary cease to be so listed.