Common use of Total Debt Clause in Contracts

Total Debt. (a) all Indebtedness of the Borrower and the Restricted Subsidiaries on a consolidated basis consisting of debt for borrowed money: $ (b) all Indebtedness of the Borrower and the Restricted Subsidiaries on a consolidated basis consisting of reimbursement obligations in respect of drawn, unreimbursed letters of credit or bankers’ acceptances: $ (c) all Indebtedness of the Borrower and the Restricted Subsidiaries on a consolidated basis consisting of Capital Lease Obligations: $ (d) all Indebtedness of the Borrower and the Restricted Subsidiaries on a consolidated basis consisting of purchase money debt:1918 $ Total $ 1817 For the period of four consecutive fiscal quarters most recently ended on or prior to such date. 1918 For purposes of calculating the Total Leverage Ratio, until the earlier of (i) the consummation of a Specified Acquisition and (ii) termination of the acquisition agreement related to such Specified Acquisition, the Total Leverage Ratio shall not include any Indebtedness of the Borrower or the Guarantors to the extent that (x) such Indebtedness was incurred solely to finance such Specified Acquisition (and any related transactions) and the proceeds of such indebtedness are held as cash or cash equivalents in an escrow or equivalent arrangement (pending the consummation of such Specified Acquisition) and (y) such Indebtedness is redeemable or prepayable at no more than 101% of the principal amount thereof (plus accrued interest) in the event that the Specified Acquisition is not consummated;

Total Debt. the outstanding principal amount of the following types of Indebtedness of the Company and its Subsidiaries as of the last day of the Fiscal Quarter ending on or immediately preceding the Computation Date (exclusive of intercompany Indebtedness between the Company and its Subsidiaries): (a) all Indebtedness obligations of such Person for borrowed money or advances and all obligations of such Person evidenced by bonds, debentures, notes or similar instruments (which, in the case of the Borrower and Loans, shall be deemed to equal the Restricted Subsidiaries on a consolidated basis consisting Dollar Equivalent (determined as of debt the most recent Revaluation Date) for borrowed money: any Loans denominated in an Alternate Currency) $ (b) all Indebtedness obligations, contingent or otherwise, relative to the face amount of the Borrower and the Restricted Subsidiaries on a consolidated basis consisting of reimbursement obligations in respect of drawn, unreimbursed all letters of credit (other than any letter of credit obligations that are cash collateralized), whether or bankers’ acceptances: not drawn, and banker’s acceptances issued for the account of such Person (which, in the case of Letter of Credit Outstandings, shall be deemed to equal the Dollar Equivalent (determined as of the most recent Revaluation Date) for any Letter of Credit Outstandings denominated in an Alternate Currency) $ (c) all Indebtedness monetary obligations of such Person and its Subsidiaries under any leasing or similar arrangement which have been (or, in accordance with GAAP, should be) classified as capitalized leases, and for purposes of each Loan Document the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP, and the stated maturity thereof shall be the date of the Borrower and last payment of rent or any other amount due under such lease prior to the Restricted Subsidiaries on first date upon which such lease may be terminated by the lessee without payment of a consolidated basis consisting of Capital premium or a penalty (“Capitalized Lease Obligations: Liabilities”) $ (d) all Indebtedness obligations arising under any lease (including leases that may be terminated by the lessee at any time) of the Borrower and the Restricted Subsidiaries on a consolidated basis consisting of purchase money debt:1918 $ Total $ 1817 For the period of four consecutive fiscal quarters most recently ended on any property (whether real, personal or prior to such date. 1918 For purposes of calculating the Total Leverage Ratio, until the earlier of mixed) (i) the consummation of that is not a Specified Acquisition capital lease in accordance with GAAP and (ii) termination in respect of which the lessee retains or obtains ownership of the acquisition agreement related to property so leased for federal income tax purposes, other than any such Specified Acquisition, lease under which that Person is the Total Leverage Ratio shall not include any Indebtedness of the Borrower or the Guarantors to the extent that lessor (xsynthetic leases) such Indebtedness was incurred solely to finance such Specified Acquisition $ (and any related transactionse) and the proceeds all obligations (other than intercompany obligations) of such indebtedness are held as cash Person pursuant to any Permitted Receivables Program $ (f) the stated value, or cash equivalents in an escrow or equivalent arrangement (pending the consummation liquidation value if higher, of all Redeemable Stock of such Specified AcquisitionPerson $ (g) and (ywithout duplication) such Indebtedness is redeemable or prepayable at no more than 101% any Contingent Liability in respect of the principal amount thereof Items 1(a) through l(f) $ (plus accrued interesth) in the event that the Specified Acquisition is not consummated;The sum of Items 1(a) through 1(g) $

Total Debt. the outstanding principal amount of the following types of Indebtedness of the Company and its Subsidiaries as of the last day of the Fiscal Quarter ending on or immediately preceding the Computation Date (exclusive of intercompany Indebtedness between the Company and its Subsidiaries): (a) all Indebtedness obligations of such Person for borrowed money or advances and all obligations of such Person evidenced by bonds, debentures, notes or similar instruments (which, in the case of the Borrower and Loans, shall be deemed to equal the Restricted Subsidiaries on a consolidated basis consisting Dollar Equivalent (determined as of debt the most recent Revaluation Date) for borrowed money: any Loans denominated in an Alternate Currency). $ (b) all Indebtedness obligations, contingent or otherwise, relative to the face amount of all letters of credit, whether or not drawn, and banker’s acceptances issued for the account of such Person (which, in the case of Letter of Credit Outstandings, shall be deemed to equal the Dollar Equivalent (determined as of the Borrower and the Restricted Subsidiaries on a consolidated basis consisting most recent Revaluation Date) for any Letter of reimbursement obligations Credit Outstandings denominated in respect of drawn, unreimbursed letters of credit or bankers’ acceptances: an Alternate Currency). $ (c) all Indebtedness monetary obligations of such Person and its Subsidiaries under any leasing or similar arrangement which have been (or, in accordance with GAAP, should be) classified as capitalized leases, and for purposes of each Loan Document the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP, and the stated maturity thereof shall be the date of the Borrower and last payment of rent or any other amount due under such lease prior to the Restricted Subsidiaries on first date upon which such lease may be terminated by the lessee without payment of a consolidated basis consisting of Capital premium or a penalty (“Capitalized Lease Obligations: Liabilities”). $ (d) all Indebtedness obligations arising under any lease (including leases that may be terminated by the lessee at any time) of the Borrower and the Restricted Subsidiaries on a consolidated basis consisting of purchase money debt:1918 $ Total $ 1817 For the period of four consecutive fiscal quarters most recently ended on any property (whether real, personal or prior to such date. 1918 For purposes of calculating the Total Leverage Ratio, until the earlier of mixed) (i) the consummation of that is not a Specified Acquisition capital lease in accordance with GAAP and (ii) termination in respect of which the lessee retains or obtains ownership of the acquisition agreement related to property so leased for federal income tax purposes, other than any such Specified Acquisition, lease under which that Person is the Total Leverage Ratio shall not include any Indebtedness of the Borrower or the Guarantors to the extent that lessor (xsynthetic leases). $ (e) such Indebtedness was incurred solely to finance such Specified Acquisition all obligations (and any related transactionsother than intercompany obligations) and the proceeds of such indebtedness are held as cash Person pursuant to any Permitted Receivables Program. $ (f) the stated value, or cash equivalents in an escrow or equivalent arrangement (pending the consummation liquidation value if higher, of all Redeemable Stock of such Specified AcquisitionPerson. $ (g) and (ywithout duplication) such Indebtedness is redeemable or prepayable at no more than 101% any Contingent Liability in respect of the principal amount thereof Items 1(a) through l(f). $ (plus accrued interesth) in the event that the Specified Acquisition is not consummated;The sum of Items 1(a) through 1(g). $

Total Debt. the outstanding principal amount of the following types of Indebtedness of the Company and its Subsidiaries as of the last day of the Fiscal Quarter ending on or immediately preceding the Computation Date (exclusive of intercompany Indebtedness between the Company and its Subsidiaries): (a) all Indebtedness obligations of such Person for borrowed money or advances and all obligations of such Person evidenced by bonds, debentures, notes or similar instruments (which, in the case of the Borrower and Loans, shall be deemed to equal the Restricted Subsidiaries on a consolidated basis consisting Dollar Equivalent (determined as of debt the most recent Revaluation Date) for borrowed money: any Loans denominated in an Alternate Currency) $ (b) all Indebtedness obligations, contingent or otherwise, relative to the face amount of all letters of credit, whether or not drawn, and banker’s acceptances issued for the account of such Person (which, in the ease of Letter of Credit Outstandings, shall be deemed to equal the Dollar Equivalent (determined as of the Borrower and the Restricted Subsidiaries on a consolidated basis consisting most recent Revaluation Date) for any Letter of reimbursement obligations Credit Outstandings denominated in respect of drawn, unreimbursed letters of credit or bankers’ acceptances: an Alternate Currency). $ (c) all Indebtedness monetary obligations of such Person and its Subsidiaries under any leasing or similar arrangement which have been (or, in accordance with GAAP, should be) classified as capitalized leases, and for purposes of each Loan Document the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP, and the stated maturity thereof shall be the date of the Borrower and last payment of rent or any other amount due under such lease prior to the Restricted Subsidiaries on first date upon which such lease may be terminated by the lessee without payment of a consolidated basis consisting of Capital premium or a penalty (“Capitalized Lease Obligations: Liabilities”) $ (d) all Indebtedness obligations arising under any lease (including leases that may be terminated by the lessee at any time) of the Borrower and the Restricted Subsidiaries on a consolidated basis consisting of purchase money debt:1918 $ Total $ 1817 For the period of four consecutive fiscal quarters most recently ended on any property (whether real, personal or prior to such date. 1918 For purposes of calculating the Total Leverage Ratio, until the earlier of mixed) (i) the consummation of that is not a Specified Acquisition capital lease in accordance with GAAP and (ii) termination in respect of which the lessee retains or obtains ownership of the acquisition agreement related property so leased for federal income tax purposes, other than any such lease under which that Person is the lessor (synthetic leases) $ (e) all obligations (other than intercompany obligations) of such Person pursuant to any Permitted Receivables Program $ (f) the stated value, or liquidation value if higher, of all Redeemable Stock of such Specified Acquisition, the Total Leverage Ratio shall not include Person $ (g) (without duplication) any Indebtedness Contingent Liability in respect of any of the Borrower or the Guarantors to the extent that foregoing $ (xh) such Indebtedness was incurred solely to finance such Specified Acquisition (and any related transactionsThe sum of Items 1(a) and the proceeds of such indebtedness are held as cash or cash equivalents in an escrow or equivalent arrangement (pending the consummation of such Specified Acquisitionthrough 1(g) and (y) such Indebtedness is redeemable or prepayable at no more than 101% of the principal amount thereof (plus accrued interest) in the event that the Specified Acquisition is not consummated;$

Total Debt. the outstanding principal amount of the following types of Indebtedness of the Company and its Subsidiaries as of the last day of the Fiscal Quarter ending on or immediately preceding the Computation Date (exclusive of intercompany Indebtedness between the Company and its Subsidiaries): (a) all Indebtedness obligations of such Person for borrowed money or advances and all obligations of such Person evidenced by bonds, debentures, notes or similar instruments (which, in the case of the Borrower and Loans, shall be deemed to equal the Restricted Subsidiaries on a consolidated basis consisting Dollar Equivalent (determined as of debt the most recent Revaluation Date) for borrowed money: any Loans denominated in an Alternate Currency) $ (b) all Indebtedness obligations, contingent or otherwise, relative to the face amount of all letters of credit, whether or not drawn, and banker’s acceptances issued for the account of such Person (which, in the ease of Letter of Credit Outstandings, shall be deemed to equal the Dollar Equivalent (determined as of the Borrower and the Restricted Subsidiaries on a consolidated basis consisting most recent Revaluation Date) for any Letter of reimbursement obligations Credit Outstandings denominated in respect of drawn, unreimbursed letters of credit or bankers’ acceptances: an Alternate Currency) $ (c) all Indebtedness monetary obligations of such Person and its Subsidiaries under any leasing or similar arrangement which have been (or, in accordance with GAAP, should be) classified as capitalized leases, and for purposes of each Loan Document the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP, and the stated maturity thereof shall be the date of the Borrower and last payment of rent or any other amount due under such lease prior to the Restricted Subsidiaries on first date upon which such lease may be terminated by the lessee without payment of a consolidated basis consisting of Capital premium or a penalty (“Capitalized Lease Obligations: Liabilities”) $ (d) all Indebtedness obligations arising under any lease (including leases that may be terminated by the lessee at any time) of the Borrower and the Restricted Subsidiaries on a consolidated basis consisting of purchase money debt:1918 $ Total $ 1817 For the period of four consecutive fiscal quarters most recently ended on any property (whether real, personal or prior to such date. 1918 For purposes of calculating the Total Leverage Ratio, until the earlier of mixed) (i) the consummation of that is not a Specified Acquisition capital lease in accordance with GAAP and (ii) termination in respect of which the lessee retains or obtains ownership of the acquisition agreement related property so leased for federal income tax purposes, other than any such lease under which that Person is the lessor (synthetic leases) $ (e) all obligations (other than intercompany obligations) of such Person pursuant to any Permitted Receivables Program $ Table of Contents (f) the stated value, or liquidation value if higher, of all Redeemable Stock of such Specified Acquisition, the Total Leverage Ratio shall not include Person $ (g) (without duplication) any Indebtedness Contingent Liability in respect of any of the Borrower or the Guarantors to the extent that foregoing $ (xh) such Indebtedness was incurred solely to finance such Specified Acquisition (and any related transactionsThe sum of Items 1(a) and the proceeds of such indebtedness are held as cash or cash equivalents in an escrow or equivalent arrangement (pending the consummation of such Specified Acquisitionthrough 1(g) and (y) such Indebtedness is redeemable or prepayable at no more than 101% of the principal amount thereof (plus accrued interest) in the event that the Specified Acquisition is not consummated;$