“Secured Debt” means, for any given calculation date, the total aggregate principal amount of Indebtedness for Money Borrowed of the Borrower, the Parent and the Consolidated Entities, on a consolidated basis (and without duplication on account of the guaranty obligations of the Borrower, the Parent or any Consolidated Entity relating to the Indebtedness for Money Borrowed of another Consolidated Entity), that is secured in any manner by any Lien; provided that obligations in respect of Capitalized Leases shall not be deemed to be Secured Debt. For clarification purposes, # any unsecured guaranty given by the Borrower, the Parent or any Consolidated Entity of secured obligations of a Person who is not a Consolidated Entity does not constitute Secured Debt of the Person giving the guaranty, # any unsecured guaranty given by the Borrower, the Parent or any Consolidated Entity of the Secured Debt of another Consolidated Entity constitutes the Secured Debt of the Person directly incurring the Secured Debt and shall not be calculated as part of the obligations of the Person giving the guaranty, # any unsecured guaranty given by the Borrower, the Parent or any Consolidated Entity of the unsecured obligations of a Person who is not a Consolidated Entity does not constitute Secured Debt of the Person giving the guaranty, # any unsecured guaranty given by the Borrower, the Parent or any Consolidated Entity of the unsecured obligations of another Consolidated Entity does not constitute the Secured Debt of the Person directly incurring such obligations and shall not be calculated as part of the obligations (secured or otherwise) of the Person giving the guaranty, # any secured guaranty given by the Borrower, the Parent or any Consolidated Entity of secured obligations of a Person who is not a Consolidated Entity constitutes Secured Debt of such Person giving the guaranty, # any secured guaranty given by the Borrower, the Parent or any Consolidated Entity of the secured obligations of another Consolidated Entity constitutes the Secured Debt of the Person directly incurring the secured obligations and shall not be calculated as part of the obligations (secured or otherwise) of the Person giving the guaranty, # any secured guaranty given by the Borrower, the Parent or any Consolidated Entity of the unsecured obligations of a Person who is not a Consolidated Entity constitutes the Secured Debt of the Person giving the guaranty, and # any secured guaranty given by the Borrower, the Parent or any Consolidated Entity of the unsecured obligations of any Consolidated Entity constitutes the Secured Debt of the Person giving the guaranty and shall not be calculated as part of the obligations (secured or otherwise) of the Person directly incurring such obligations.

“Secured Debt” means, for any given calculation date, the total aggregate principal amount of Indebtedness for Money Borrowed of the Borrower,​, the Parent​ and the Consolidated Entities, on a consolidated basis (and without duplication on account of the guaranty obligations of the Borrower,​, the Parent​ or any Consolidated Entity​ relating to the Indebtedness for Money Borrowed of another Consolidated Entity)​), that is secured in any manner by any Lien; provided that obligations in respect of Capitalized Leases shall not be deemed to be Secured Debt. For clarification purposes, # any unsecured guaranty given by the Borrower,​, the Parent​ or any Consolidated Entity​ of secured obligations of a Person who is not a Consolidated Entity​ does not constitute Secured Debt of the Person giving the guaranty, # any unsecured guaranty given by the Borrower,​, the Parent​ or any Consolidated Entity​ of the Secured Debt of another Consolidated Entity​ constitutes the Secured Debt of the Person directly incurring the Secured Debt and shall not be calculated as part of the obligations of the Person giving the guaranty, # any unsecured guaranty given by the Borrower,​, the Parent​ or any Consolidated Entity​ of the unsecured obligations of a Person who is not a Consolidated Entity​ does not constitute Secured Debt of the Person giving the guaranty, # any unsecured guaranty given by the Borrower,​, the Parent​ or any Consolidated Entity​ of the unsecured obligations of another Consolidated Entity​ does not constitute the Secured Debt of the Person directly incurring such obligations and shall not be calculated as part of the obligations (secured or otherwise) of the Person giving the guaranty, # any secured guaranty given by the Borrower,​, the Parent​ or any Consolidated Entity​ of secured obligations of a Person who is not a Consolidated Entity​ constitutes Secured Debt of such Person giving the guaranty, # any secured guaranty given by the Borrower,​, the Parent​ or any Consolidated Entity​ of the secured obligations of another Consolidated Entity​ constitutes the Secured Debt of the Person directly incurring the secured obligations and shall not be calculated as part of the obligations (secured or otherwise) of the Person giving the guaranty, # any secured guaranty given by the Borrower,​, the Parent​ or any Consolidated Entity​ of the unsecured obligations of a Person who is not a Consolidated Entity​ constitutes the Secured Debt of the Person giving the guaranty, and # any secured guaranty given by the Borrower,​, the Parent​ or any Consolidated Entity​ of the unsecured obligations of any Consolidated Entity​ constitutes the Secured Debt of the Person giving the guaranty and shall not be calculated as part of the obligations (secured or otherwise) of the Person directly incurring such obligations.

“Secured Debt” means, for any given calculation date, the total aggregate principal amount of Indebtedness for Money Borrowed of the Borrower,​, the Parent​ and the Consolidated Entities, on a consolidated basis (and without duplication on account of the guaranty obligations of the Borrower,​, the Parent​ or any Consolidated Entity relating to the Indebtedness for Money Borrowed of another Consolidated Entity), that is secured in any manner by any Lien; provided that obligations in respect of Capitalized Leases shall not be deemed to be Secured Debt. For clarification purposes, # any unsecured guaranty given by the Borrower,​, the Parent​ or any Consolidated Entity of secured obligations of a Person who is not a Consolidated Entity does not constitute Secured Debt of the Person giving the guaranty, # any unsecured guaranty given by the Borrower,​, the Parent​ or any Consolidated Entity of the Secured Debt of another Consolidated Entity constitutes the Secured Debt of the Person directly incurring the Secured Debt and shall not be calculated as part of the obligations of the Person giving the guaranty, # any unsecured guaranty given by the Borrower,​, the Parent​ or any Consolidated Entity of the unsecured obligations of a Person who is not a Consolidated Entity does not constitute Secured Debt of the Person giving the guaranty, # any unsecured guaranty given by the Borrower,​, the Parent​ or any Consolidated Entity of the unsecured obligations of another Consolidated Entity does not constitute the Secured Debt of the Person directly incurring such obligations and shall not be calculated as part of the obligations (secured or otherwise) of the Person giving the guaranty, # any secured guaranty given by the Borrower,​, the Parent​ or any Consolidated Entity of secured obligations of a Person who is not a Consolidated Entity constitutes Secured Debt of such Person giving the guaranty, # any secured guaranty given by the Borrower,​, the Parent​ or any Consolidated Entity of the secured obligations of another Consolidated Entity constitutes the Secured Debt of the Person directly incurring the secured obligations and shall not be calculated as part of the obligations (secured or otherwise) of the Person giving the guaranty, # any secured guaranty given by the Borrower,​, the Parent​ or any Consolidated Entity of the unsecured obligations of a Person who is not a Consolidated Entity constitutes the Secured Debt of the Person giving the guaranty, and # any secured guaranty given by the Borrower,​, the Parent​ or any Consolidated Entity of the unsecured obligations of any Consolidated Entity constitutes the Secured Debt of the Person giving the guaranty and shall not be calculated as part of the obligations (secured or otherwise) of the Person directly incurring such obligations.

“SecuredUnsecured Debt” means, foras of any given calculation date, the total aggregate principal amount of all Indebtedness for Money Borrowed of the Borrower, the ParentCombined Parties that was incurred, and the Consolidated Entities, oncontinues to be outstanding, without granting a consolidated basis (and without duplication on accountLien (other than Permitted Liens not described in [clauses (a), (f) or (i)])])] of the guaranty obligations of the Borrower, the Parent or any Consolidated Entity relating to thesuch definition) as security for such Indebtedness for Money Borrowed of another Consolidated Entity), that is secured in any manner by any Lien; provided that obligations in respect of Capitalized LeasesBorrowed. Unsecured Debt shall not be deemedinclude any such obligations of Unconsolidated Entities or Investment Entities except, for clarification purposes, to be Secured Debt.the extent any Combined Party is liable for the same (disregarding any liability with respect to customary recourse carve-outs applicable to any nonrecourse secured obligations and disregarding any general partnership liability of the Designated Entities). For clarification purposes, # any unsecured guaranty given by the Borrower, the Parent or any Consolidated EntityCombined Party of secured obligations of a Person who is not the Borrower, the Parent or a Consolidated Entity does not constitute SecuredCombined Party constitutes Unsecured Debt of the PersonBorrower, the Parent or such Combined Party giving the guaranty, # any unsecured guaranty given by the Borrower, the Parent or any Consolidated EntityCombined Party of the Secured Debtsecured obligations of the Borrower, the Parent or another Consolidated EntityCombined Party constitutes the Secured Debt of the PersonBorrower, the Parent or the Combined Party directly incurring the Secured Debtsecured obligations and shall not be calculated as part of the obligations (either secured or unsecured) of the Borrower, the Parent or such Combined Party giving the guaranty (except to the extent that the relevant calculation does not otherwise account for the obligations of the Borrower, the Parent or the Combined Party directly incurring the underlying secured obligations, in which case it shall constitute the Unsecured Debt of the Borrower, the Parent or the Combined Party giving the guaranty), # any unsecured guaranty given by the Borrower, the Parent or any Combined Party of the unsecured obligations of a Person who is not the Borrower, the Parent or a Combined Party constitutes the Unsecured Debt of the Borrower, the Parent or such Combined Party giving the guaranty, # any unsecured guaranty given by the Borrower, the Parent or any Consolidated EntityCombined Party of the unsecured obligations of a Person who is not a Consolidated Entity does not constitute Secured Debt of the Person giving the guaranty, # any unsecured guaranty given by the Borrower, the Parent or any Consolidated Entity ofanother Combined Party constitutes the unsecured obligations of another Consolidated Entity does not constitute the SecuredUnsecured Debt of the PersonBorrower, the Parent or the Combined Party directly incurring such obligations and shall not be calculated as part of the obligations (secured(either secured or otherwise)unsecured) of the Borrower, the Parent or such Combined Party giving the guaranty (except to the extent that the relevant calculation does not otherwise account for the obligations of the Borrower, the Parent or the Combined Party directly incurring the underlying unsecured obligations, in which case it shall constitute the Unsecured Debt of the Borrower, the Parent or the Combined Party giving the guaranty), # any secured guaranty given by the Borrower, the Parent or any Combined Party of secured obligations of a Person who is not the Borrower, the Parent or a Combined Party constitutes secured debt of the Borrower, the Parent or such Combined Party giving the guaranty, # any secured guaranty given by the Borrower, the Parent or any Consolidated EntityCombined Party of the secured obligations of a Person who is not a Consolidated Entity constitutes Secured Debt of such Person giving the guaranty, # any secured guaranty given by the Borrower, the Parent or any Consolidated Entityanother Combined Party constitutes the secured debt of the secured obligations of another Consolidated Entity constitutesBorrower, the Secured Debt ofParent or the PersonCombined Party directly incurring the secured obligations and shall not be calculated as part of the obligations (secured(either secured or otherwise)unsecured) of the PersonBorrower, the Parent or such Combined Party giving the guaranty,guaranty (except to the extent that the relevant calculation does not otherwise account for the obligations of the Borrower, the Parent or the Combined Party directly incurring the underlying secured obligations, in which case it shall constitute the secured debt of the Borrower, the Parent or the Combined Party giving the guaranty), # any secured guaranty given by the Borrower, the Parent or any Consolidated EntityCombined Party of the unsecured obligations of a Person who is not the Borrower, the Parent or a Consolidated EntityCombined Party constitutes the Secured Debtsecured debt of the PersonBorrower, the Parent or such Combined Party giving the guaranty, and # any secured guaranty given by the Borrower, the Parent or any Consolidated EntityCombined Party of the unsecured obligations of any Consolidated Entitythe Borrower, the Parent or another Combined Party constitutes the Secured Debtsecured debt of the PersonBorrower, the Parent or such Combined Party giving the guaranty and shall not be calculated as part of the obligations (secured(either secured or otherwise)unsecured) of the PersonBorrower, the Parent or the Combined Party directly incurring such obligations.obligations (except to the extent that the relevant calculation does not otherwise account for the obligations of the Borrower, the Parent or such Combined Party giving the guaranty, in which case it shall constitute the Unsecured Debt of the Borrower, the Parent or the Combined Party directly incurring the underlying unsecured obligations). For purposes of calculating the financial covenants contained in this Agreement, obligations of the Borrower, the Parent or any Combined Party pursuant to the terms of any letter of credit shall be treated in the same manner as a guaranty.

“SecuredUnsecured Debt” means, foras of any given calculation date, the total aggregate principal amount of all Indebtedness for Money Borrowed of the Borrower, the ParentCombined Parties that was incurred, and the Consolidated Entities, oncontinues to be outstanding, without granting a consolidated basis (and without duplication on accountLien (other than Permitted Liens not described in [clauses (a), (f) or (i)])])] of the guaranty obligations of the Borrower, the Parent or any Consolidated Entity relating to thesuch definition) as security for such Indebtedness for Money Borrowed of another Consolidated Entity), that is secured in any manner by any Lien; provided that obligations in respect of Capitalized LeasesBorrowed. Unsecured Debt shall not be deemedinclude any such obligations of Unconsolidated Entities or Investment Entities except, for clarification purposes, to be Secured Debt.the extent any Combined Party is liable for the same (disregarding any liability with respect to customary recourse carve-outs applicable to any nonrecourse secured obligations and disregarding any general partnership liability of the Designated Entities). For clarification purposes, # any unsecured guaranty given by the Borrower,​, the Parent​ or any Consolidated EntityCombined Party of secured obligations of a Person who is not the ​, the ​ or a Consolidated Entity does not constitute SecuredCombined Party constitutes Unsecured Debt of the Person​, the ​ or such Combined Party giving the guaranty, # any unsecured guaranty given by the Borrower,​, the Parent​ or any Consolidated EntityCombined Party of the Secured Debtsecured obligations of the ​, the ​ or another Consolidated EntityCombined Party constitutes the Secured Debt of the Person directly incurring​, the Secured Debt and shall not be calculated as part of​ or the obligations of the Person giving the guaranty, # any unsecured guaranty given by the Borrower, the Parent or any Consolidated Entity of the unsecured obligations of a Person who is not a Consolidated Entity does not constitute Secured Debt of the Person giving the guaranty, # any unsecured guaranty given by the Borrower, the Parent or any Consolidated Entity of the unsecured obligations of another Consolidated Entity does not constitute the Secured Debt of the Person directly incurring such obligations and shall not be calculated as part of the obligations (secured or otherwise) of the Person giving the guaranty, # any secured guaranty given by the Borrower, the Parent or any Consolidated Entity of secured obligations of a Person who is not a Consolidated Entity constitutes Secured Debt of such Person giving the guaranty, # any secured guaranty given by the Borrower, the Parent or any Consolidated Entity of the secured obligations of another Consolidated Entity constitutes the Secured Debt of the PersonCombined Party directly incurring the secured obligations and shall not be calculated as part of the obligations (secured(either secured or otherwise)unsecured) of the ​, the ​ or such Combined Party giving the guaranty (except to the extent that the relevant calculation does not otherwise account for the obligations of the ​, the ​ or the Combined Party directly incurring the underlying secured obligations, in which case it shall constitute the Unsecured Debt of the ​, the ​ or the Combined Party giving the guaranty), # any unsecured guaranty given by the ​, the ​ or any Combined Party of the unsecured obligations of a Person who is not the ​, the ​ or a Combined Party constitutes the Unsecured Debt of the ​, the ​ or such Combined Party giving the guaranty, # any unsecured guaranty given by the ​, the ​ or any Combined Party of the unsecured obligations of the ​, the ​ or another Combined Party constitutes the Unsecured Debt of the ​, the ​ or the Combined Party directly incurring such obligations and shall not be calculated as part of the obligations (either secured or unsecured) of the ​, the ​ or such Combined Party giving the guaranty (except to the extent that the relevant calculation does not otherwise account for the obligations of the ​, the ​ or the Combined Party directly incurring the underlying unsecured obligations, in which case it shall constitute the Unsecured Debt of the ​, the ​ or the Combined Party giving the guaranty), # any secured guaranty given by the ​, the ​ or any Combined Party of secured obligations of a Person who is not the ​, the ​ or a Combined Party constitutes secured debt of the ​, the ​ or such Combined Party giving the guaranty, # any secured guaranty given by the Borrower,​, the Parent​ or any Consolidated EntityCombined Party of the secured obligations of the ​, the ​ or another Combined Party constitutes the secured debt of the ​, the ​ or the Combined Party directly incurring the secured obligations and shall not be calculated as part of the obligations (either secured or unsecured) of the ​, the ​ or such Combined Party giving the guaranty (except to the extent that the relevant calculation does not otherwise account for the obligations of the ​, the ​ or the Combined Party directly incurring the underlying secured obligations, in which case it shall constitute the secured debt of the ​, the ​ or the Combined Party giving the guaranty), # any secured guaranty given by the ​, the ​ or any Combined Party of the unsecured obligations of a Person who is not the ​, the ​ or a Consolidated EntityCombined Party constitutes the Secured Debtsecured debt of the Person​, the ​ or such Combined Party giving the guaranty, and # any secured guaranty given by the Borrower,​, the Parent​ or any Consolidated EntityCombined Party of the unsecured obligations of any Consolidated Entitythe ​, the ​ or another Combined Party constitutes the Secured Debtsecured debt of the Person​, the ​ or such Combined Party giving the guaranty and shall not be calculated as part of the obligations (secured(either secured or otherwise)unsecured) of the Person​, the ​ or the Combined Party directly incurring such obligations.obligations (except to the extent that the relevant calculation does not otherwise account for the obligations of the ​, the ​ or such Combined Party giving the guaranty, in which case it shall constitute the Unsecured Debt of the ​, the ​ or the Combined Party directly incurring the underlying unsecured obligations). For purposes of calculating the financial covenants contained in this Agreement, obligations of the ​, the ​ or any Combined Party pursuant to the terms of any letter of credit shall be treated in the same manner as a guaranty.

“SecuredUnsecured Debt” means, foras of any given calculation date, the total aggregate principal amount of all Indebtedness for Money Borrowed of the Borrower, the ParentCombined Parties that was incurred, and the Consolidated Entities, oncontinues to be outstanding, without granting a consolidated basis (and without duplication on accountLien (other than Permitted Liens not described in [clauses (a), (f) or (i)])])] of the guaranty obligations of the Borrower, the Parent or any Consolidated Entity relating to thesuch definition) as security for such Indebtedness for Money Borrowed of another Consolidated Entity), that is secured in any manner by any Lien; provided that obligations in respect of Capitalized LeasesBorrowed. Unsecured Debt shall not be deemedinclude any such obligations of Unconsolidated Entities or Investment Entities except, for clarification purposes, to be Secured Debt.the extent any Combined Party is liable for the same (disregarding any liability with respect to customary recourse carve-outs applicable to any nonrecourse secured obligations and disregarding any general partnership liability of the Designated Entities). For clarification purposes, # any unsecured guaranty given by the Borrower,​, the Parent​ or any Consolidated EntityCombined Party of secured obligations of a Person who is not the ​, the ​ or a Consolidated Entity does not constitute SecuredCombined Party constitutes Unsecured Debt of the Person​, the ​ or such Combined Party giving the guaranty, # any unsecured guaranty given by the Borrower,​, the Parent​ or any Consolidated EntityCombined Party of the Secured Debtsecured obligations of the ​, the ​ or another Consolidated EntityCombined Party constitutes the Secured Debt of the Person directly incurring​, the Secured Debt and shall not be calculated as part of​ or the obligations of the Person giving the guaranty, # any unsecured guaranty given by the Borrower, the Parent or any Consolidated Entity of the unsecured obligations of a Person who is not a Consolidated Entity does not constitute Secured Debt of the Person giving the guaranty, # any unsecured guaranty given by the Borrower, the Parent or any Consolidated Entity of the unsecured obligations of another Consolidated Entity does not constitute the Secured Debt of the Person directly incurring such obligations and shall not be calculated as part of the obligations (secured or otherwise) of the Person giving the guaranty, # any secured guaranty given by the Borrower, the Parent or any Consolidated Entity of secured obligations of a Person who is not a Consolidated Entity constitutes Secured Debt of such Person giving the guaranty, # any secured guaranty given by the Borrower, the Parent or any Consolidated Entity of the secured obligations of another Consolidated Entity constitutes the Secured Debt of the PersonCombined Party directly incurring the secured obligations and shall not be calculated as part of the obligations (secured(either secured or otherwise)unsecured) of the ​, the ​ or such Combined Party giving the guaranty (except to the extent that the relevant calculation does not otherwise account for the obligations of the ​, the ​ or the Combined Party directly incurring the underlying secured obligations, in which case it shall constitute the Unsecured Debt of the ​, the ​ or the Combined Party giving the guaranty), # any unsecured guaranty given by the ​, the ​ or any Combined Party of the unsecured obligations of a Person who is not the ​, the ​ or a Combined Party constitutes the Unsecured Debt of the ​, the ​ or such Combined Party giving the guaranty, # any unsecured guaranty given by the ​, the ​ or any Combined Party of the unsecured obligations of the ​, the ​ or another Combined Party constitutes the Unsecured Debt of the ​, the ​ or the Combined Party directly incurring such obligations and shall not be calculated as part of the obligations (either secured or unsecured) of the ​, the ​ or such Combined Party giving the guaranty (except to the extent that the relevant calculation does not otherwise account for the obligations of the ​, the ​ or the Combined Party directly incurring the underlying unsecured obligations, in which case it shall constitute the Unsecured Debt of the ​, the ​ or the Combined Party giving the guaranty), # any secured guaranty given by the ​, the ​ or any Combined Party of secured obligations of a Person who is not the ​, the ​ or a Combined Party constitutes secured debt of the ​, the ​ or such Combined Party giving the guaranty, # any secured guaranty given by the Borrower,​, the Parent​ or any Consolidated EntityCombined Party of the secured obligations of the ​, the ​ or another Combined Party constitutes the secured debt of the ​, the ​ or the Combined Party directly incurring the secured obligations and shall not be calculated as part of the obligations (either secured or unsecured) of the ​, the ​ or such Combined Party giving the guaranty (except to the extent that the relevant calculation does not otherwise account for the obligations of the ​, the ​ or the Combined Party directly incurring the underlying secured obligations, in which case it shall constitute the secured debt of the ​, the ​ or the Combined Party giving the guaranty), # any secured guaranty given by the ​, the ​ or any Combined Party of the unsecured obligations of a Person who is not the ​, the ​ or a Consolidated EntityCombined Party constitutes the Secured Debtsecured debt of the Person​, the ​ or such Combined Party giving the guaranty, and # any secured guaranty given by the Borrower,​, the Parent​ or any Consolidated EntityCombined Party of the unsecured obligations of any Consolidated Entitythe ​, the ​ or another Combined Party constitutes the Secured Debtsecured debt of the Person​, the ​ or such Combined Party giving the guaranty and shall not be calculated as part of the obligations (secured(either secured or otherwise)unsecured) of the Person directly incurring such obligations.​, the ​

“Secured Debt” means, for any given calculation date, # the total aggregate principal amount of any Indebtedness for Money Borrowed(other than Indebtedness incurred hereunder) of the Borrower, the Parent and the Consolidated Entities,Parties, on a consolidated basis (and without duplication on account of the guaranty obligations of the Borrower, the Parent or any Consolidated Entity relating to the Indebtedness for Money Borrowed of another Consolidated Entity),basis, that is # secured in any manner by any Lien; providedLien or # entitled to the benefit of a Negative Pledge (other than under this Agreement), plus # the total aggregate principal amount of any Indebtedness (other than Indebtedness incurred hereunder) of each Unconsolidated Affiliate that obligationsis # secured in any manner by any Lien or # entitled to the benefit of a Negative Pledge (other than under this Agreement), multiplied by the Unconsolidated Affiliate Interest with respect to each such Unconsolidated Affiliate. Indebtedness in respect of Capitalized Leasesobligations under any capitalized lease shall not be deemed to be Secured“Secured Debt. For clarification purposes, # any unsecured guaranty given by the Borrower, the Parent or any Consolidated Entity of secured obligations of a Person who is not a Consolidated Entity does not constitute Secured Debt of the Person giving the guaranty, # any unsecured guaranty given by the Borrower, the Parent or any Consolidated Entity of the Secured Debt of another Consolidated Entity constitutes the Secured Debt of the Person directly incurring the Secured Debt and shall not be calculated as part of the obligations of the Person giving the guaranty, # any unsecured guaranty given by the Borrower, the Parent or any Consolidated Entity of the unsecured obligations of a Person who is not a Consolidated Entity does not constitute Secured Debt of the Person giving the guaranty, # any unsecured guaranty given by the Borrower, the Parent or any Consolidated Entity of the unsecured obligations of another Consolidated Entity does not constitute the Secured Debt of the Person directly incurring such obligations and shall not be calculated as part of the obligations (secured or otherwise) of the Person giving the guaranty, # any secured guaranty given by the Borrower, the Parent or any Consolidated Entity of secured obligations of a Person who is not a Consolidated Entity constitutes Secured Debt of such Person giving the guaranty, # any secured guaranty given by the Borrower, the Parent or any Consolidated Entity of the secured obligations of another Consolidated Entity constitutes the Secured Debt of the Person directly incurring the secured obligations and shall not be calculated as part of the obligations (secured or otherwise) of the Person giving the guaranty, # any secured guaranty given by the Borrower, the Parent or any Consolidated Entity of the unsecured obligations of a Person who is not a Consolidated Entity constitutes the Secured Debt of the Person giving the guaranty, and # any secured guaranty given by the Borrower, the Parent or any Consolidated Entity of the unsecured obligations of any Consolidated Entity constitutes the Secured Debt of the Person giving the guaranty and shall not be calculated as part of the obligations (secured or otherwise) of the Person directly incurring such obligations.”

“Secured Debt” means, for any given calculation date, # the total aggregate principal amount of any Indebtedness for Money Borrowed(other than Indebtedness incurred hereunder) of the Borrower, the Parent and the Consolidated Entities,Parties, on a consolidated basis (and without duplication on account of the guaranty obligations of the Borrower, the Parent or any Consolidated Entity relating to the Indebtedness for Money Borrowed of another Consolidated Entity),basis, that is # secured in any manner by any Lien; providedLien or # entitled to the benefit of a Negative Pledge (other than under this Agreement), plus # the total aggregate principal amount of any Indebtedness (other than Indebtedness incurred hereunder) of each Unconsolidated Affiliate that obligationsis # secured in any manner by any Lien or # entitled to the benefit of a Negative Pledge (other than under this Agreement), multiplied by the Unconsolidated Affiliate Interest with respect to each such Unconsolidated Affiliate. Indebtedness in respect of Capitalized Leasesobligations under any capitalized lease shall not be deemed to be Secured“Secured Debt. For clarification purposes, # any unsecured guaranty given by the Borrower, the Parent or any Consolidated Entity of secured obligations of a Person who is not a Consolidated Entity does not constitute Secured Debt of the Person giving the guaranty, # any unsecured guaranty given by the Borrower, the Parent or any Consolidated Entity of the Secured Debt of another Consolidated Entity constitutes the Secured Debt of the Person directly incurring the Secured Debt and shall not be calculated as part of the obligations of the Person giving the guaranty, # any unsecured guaranty given by the Borrower, the Parent or any Consolidated Entity of the unsecured obligations of a Person who is not a Consolidated Entity does not constitute Secured Debt of the Person giving the guaranty, # any unsecured guaranty given by the Borrower, the Parent or any Consolidated Entity of the unsecured obligations of another Consolidated Entity does not constitute the Secured Debt of the Person directly incurring such obligations and shall not be calculated as part of the obligations (secured or otherwise) of the Person giving the guaranty, # any secured guaranty given by the Borrower, the Parent or any Consolidated Entity of secured obligations of a Person who is not a Consolidated Entity constitutes Secured Debt of such Person giving the guaranty, # any secured guaranty given by the Borrower, the Parent or any Consolidated Entity of the secured obligations of another Consolidated Entity constitutes the Secured Debt of the Person directly incurring the secured obligations and shall not be calculated as part of the obligations (secured or otherwise) of the Person giving the guaranty, # any secured guaranty given by the Borrower, the Parent or any Consolidated Entity of the unsecured obligations of a Person who is not a Consolidated Entity constitutes the Secured Debt of the Person giving the guaranty, and # any secured guaranty given by the Borrower, the Parent or any Consolidated Entity of the unsecured obligations of any Consolidated Entity constitutes the Secured Debt of the Person giving the guaranty and shall not be calculated as part of the obligations (secured or otherwise) of the Person directly incurring such obligations.”