with respect to the issuance of any Equity Interest by any Parent Holding Company, the Borrower or any of its Restricted Subsidiaries, the excess of # the sum of the cash and Cash Equivalents received in connection with such issuance and in connection with unwinding any related Swap Contract in connection therewith over # the investment banking fees, underwriting discounts, premiums, commissions, other out-of-pocket expenses and other customary expenses and fees related thereto, incurred by any Parent Holding Company, the Borrower or such Restricted Subsidiary in connection with such issuance and any costs associated with unwinding any related Swap Contract in connection therewith;

with respect to the incurrence or issuance of any Indebtedness or any Equity InterestIssuance by any Parent Holding Company, the Borrower or any of its Restricted Subsidiaries, the excess of # the sum of the cash and Cash Equivalents received in connection with such issuance and in connection with unwinding any related Swap Contract in connection therewithtransaction over # the investment banking fees, underwriting discounts, premiums,discounts and commissions, other out-of-pocket expenses and other customary expenses and fees related thereto,direct costs incurred by any Parent Holding Company, the Borrower or such Restricted Subsidiary in connection with such issuancetransaction (including legal, accounting and any costs associated with unwinding any related Swap Contract in connection therewith;investment banking fees).

with respect to the issuance of any Equity InterestIssuance by any Parent Holding Company, the Borrower or any of its Restricted Subsidiaries, the excess of # the sum of the cash and Cash Equivalentscash equivalents received in connection with such issuance and in connection with unwinding any related Swap Contract in connection therewithtransaction over # the investment banking fees, underwriting discounts, premiums,discounts and commissions, and other reasonable and customary out-of-pocket expenses and other customary expenses and fees related thereto,expenses, incurred by any Parent Holding Company, the Borrower or such Restricted Subsidiary in connection with such issuance and any costs associated with unwinding any related Swap Contract in connection therewith;therewith.

with respect to the incurrence or issuance of any Equity InterestIndebtedness by any Parent Holding Company,member of the Borrower or any of its Restricted Subsidiaries,Group, the excessexcess, if any, of # the sum of the cash and Cash Equivalents received in connection with such incurrence or issuance and in connection with unwinding any related Swap Contract in connection therewith over # the investment banking fees, underwriting discounts,discounts and commissions, premiums, commissions,expenses, accrued interest and fees related thereto, taxes reasonably estimated to be payable and other out-of-pocket expenses and other customary expenses and fees related thereto,expenses, incurred by any Parent Holding Company,such member of the Borrower or such Restricted SubsidiaryGroup in connection with such incurrence or issuance and any costs associated with unwinding any related Swap Contract in connection therewith;therewith and, in the case of Indebtedness of any Subsidiary not organized under the laws of the United States (or any state thereof), deductions in respect of withholding taxes, if any, that are or would otherwise be payable in cash if such funds were repatriated to the United States for the purpose of making a prepayment of Loans incurred by the Borrower; and

with respect to the issuance of any Equity InterestIssuance by any Parent Holding Company, the Borrower or any of its Restricted Subsidiaries, the excess of # the sum of the cash and Cash Equivalentscash equivalents received in connection with such issuance and in connection with unwinding any related Swap Contract in connection therewithtransaction over # the investment banking fees, underwriting discounts, premiums,discounts and commissions, other out-of-pocket expenses and other customary expenses and fees related thereto, incurred by any Parent Holding Company, the Borrower or such Restricted Subsidiary in connection with such issuance and any costs associated with unwinding any related Swap Contract in connection therewith;