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 Issuance by the Borrower or any of its Restricted Subsidiaries, the excess of # the sum of the cash and Cash Equivalents received in connection with such transaction over # the underwriting discounts and commissions, and other direct costs incurred by the Borrower or such Restricted Subsidiary in connection with such transaction (including legal, accounting and investment banking fees).

with respect to any Equity Issuance by Borrower or any of its Subsidiaries, the excess of # the sum of the cash and cash equivalents received in connection with such transaction over # the underwriting discounts and commissions, and other reasonable and customary out-of-pocket expenses, incurred by Borrower or such Subsidiary in connection therewith.

with respect to the incurrence or issuance of any Indebtedness by any member of the Restricted Group, the excess, if any, of # the sum of the cash 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 and commissions, premiums, expenses, accrued interest and fees related thereto, taxes reasonably estimated to be payable and other out-of-pocket expenses and other customary expenses, incurred by such member of the Restricted Group in connection with such incurrence or issuance and any costs associated with unwinding any related Swap Contract in connection 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 any Equity Issuance by Borrower or any of its Subsidiaries, the excess of # the sum of the cash and cash equivalents received in connection with such transaction over # the underwriting discounts and commissions, and other