Common use of Subsidiaries and Joint Ventures Clause in Contracts

Subsidiaries and Joint Ventures. The Borrower will not permit the sum of the amount of Indebtedness owing to the Borrower by all of its Subsidiaries and Joint Ventures plus the amount paid by the Borrower in respect of the stock, obligations or securities of or any other interest in such Subsidiaries and Joint Ventures plus any capital contributions by the Borrower to such Subsidiaries and Joint Ventures (the amounts referred to in paragraphs (i) through (iii), the "Investments") plus the amount of assets (excluding Foreclosed Assets) otherwise sold or transferred by the Borrower to such Subsidiaries and Joint Ventures (other than sales at fair market value) minus (v) any Start-up Investments minus (vi) any Investment made in cash by the Borrower in any Special Purpose Subsidiary (up to a maximum amount not to exceed the lesser of (x) the amount necessary to provide such Special Purpose Subsidiary with sufficient working capital to conduct its business as contemplated hereby and (y) $150,000,000) to exceed at any time 10% of the sum of (i) all accounts which, in accordance with generally accepted accounting principles, constitute equity in the Borrower and its Consolidated Subsidiaries at such time plus (ii) all Indebtedness of the Borrower shown on its balance sheet dated as of May 31, 2003 as Members' Subordinated Certificates as such Indebtedness shall be reduced from time to time and any other Indebtedness of the Borrower incurred after May 31, 2003 having substantially similar provisions as to subordination as those contained in said outstanding certificates as such other Indebtedness shall be reduced from time to time, in each case at such time plus (iii) all "minority interest" shown on the consolidated statement of operations of the Borrower and its Consolidated Subsidiaries most recently delivered by the Borrower to the Banks pursuant to Section 4.02 or Section 5.03 plus (iv) all Qualified Subordinated Indebtedness outstanding at such time; provided that non-cash adjustments (whether positive or negative) required to be made pursuant to SFAS 133 and SFAS 52 shall be excluded from the calculation of the amounts specified in clauses (b)(i), (b)(ii), (b)(iii) and (b)(iv) to the extent otherwise included therein; provided further that, in addition to the foregoing, the Borrower may transfer assets with an aggregate fair market value of not more than $150,000,000 to a bankruptcy remote trust required to be established to support REDLG Obligations of the Borrower, and any such transfer shall be excluded from any calculation under clauses (a) and (b) above to the extent otherwise included therein. For the purpose of this Section 5.12, "Foreclosed Asset" means (x) any property distributed or to be distributed to the Borrower with the authority of any Bankruptcy Court in connection with the bankruptcy of any of the Borrower's debtors and (y) property received by the Borrower upon enforcement by the Borrower of its security interest (if any) in such property or in settlement of delinquent accounts or other overdue amounts owed to it by any of the Borrower's debtors; "Special Purpose Subsidiary" means any domestic Subsidiary all of the shares of capital stock or other ownership interest of which are directly or indirectly owned by the Borrower, which Subsidiary is established for the sole purpose of, and whose sole business shall at all times be, holding Foreclosed Assets; and "Start-up Investments" means Investments made in a Special Purpose Subsidiary solely to finance such Special Purpose Subsidiary's initial acquisition of Foreclosed Assets.

Subsidiaries and Joint Ventures. The Borrower will not permit (a) the sum of (i) the amount of Indebtedness owing to the Borrower by all of its Subsidiaries and Joint Ventures plus (ii) the amount paid by the Borrower in respect of the stock, obligations or securities of or any other interest in such Subsidiaries and Joint Ventures plus (iii) any capital contributions by the Borrower to such Subsidiaries and Joint Ventures (the amounts referred to in paragraphs (i) through (iii), the "Investments") plus (iv) the amount of assets (excluding Foreclosed Assets) otherwise sold or transferred by the Borrower to such Subsidiaries and Joint Ventures (other than sales at fair market value) minus (v) any Start-up Investments minus (vi) any Investment made in cash by the Borrower in any Special Purpose Subsidiary (up to a maximum amount not to exceed the lesser of (x) the amount necessary to provide such Special Purpose Subsidiary with sufficient working capital to conduct its business as contemplated hereby and (y) $150,000,000) to exceed at any time (b) 10% of the sum of (i) all accounts which, in accordance with generally accepted accounting principles, constitute equity in the Borrower and its Consolidated Subsidiaries at such time plus (ii) all Indebtedness of the Borrower shown on its balance sheet dated as of May 31, 2003 2006 as Members' Subordinated Certificates as such Indebtedness shall be reduced from time to time and any other Indebtedness of the Borrower incurred after May 31, 2003 2006 having substantially similar provisions as to subordination as those contained in said outstanding certificates as such other Indebtedness shall be reduced from time to time, in each case at such time plus (iii) all "minority interest" shown on the consolidated statement of operations of the Borrower and its Consolidated Subsidiaries most recently delivered by the Borrower to the Banks pursuant to Section 4.02 or Section 5.03 plus (iv) all Qualified Subordinated Indebtedness outstanding at such time; provided that non-cash adjustments (whether positive or negative) required to be made pursuant to SFAS 133 and SFAS 52 shall be excluded from the calculation of the amounts specified in clauses (b)(i), (b)(ii), (b)(iii) and (b)(iv) to the extent otherwise included therein; provided further that, in addition to the foregoing, the Borrower may transfer assets with an aggregate fair market value of not more than $150,000,000 to a bankruptcy remote trust required to be established to support REDLG Obligations of the Borrower, and any such transfer shall be excluded from any calculation under clauses (a) and (b) above to the extent otherwise included therein. For the purpose of this Section 5.12, "Foreclosed Asset" means (x) any property distributed or to be distributed to the Borrower with the authority of any Bankruptcy Court in connection with the bankruptcy of any of the Borrower's debtors and (y) property received by the Borrower upon enforcement by the Borrower of its security interest (if any) in such property or in settlement of delinquent accounts or other overdue amounts owed to it by any of the Borrower's debtors; "Special Purpose Subsidiary" means any domestic Subsidiary all of the shares of capital stock or other ownership interest of which are directly or indirectly owned by the Borrower, which Subsidiary is established for the sole purpose of, and whose sole business shall at all times be, holding Foreclosed Assets; and "Start-up Investments" means Investments made in a Special Purpose Subsidiary solely to finance such Special Purpose Subsidiary's initial acquisition of Foreclosed Assets.42

Subsidiaries and Joint Ventures. The Borrower will not permit the (a) sum of (i) the amount of Indebtedness owing to the Borrower by all of its Subsidiaries and Joint Ventures plus (ii) the amount paid by the Borrower in respect of the stock, obligations or securities of or any other interest in such Subsidiaries and Joint Ventures plus (iii) any capital contributions by the Borrower to such Subsidiaries and Joint Ventures (the amounts referred to in paragraphs (i) through (iii), the "Investments") plus (iv) the amount of assets (excluding Foreclosed Assets) otherwise sold or transferred by the Borrower to such Subsidiaries and Joint Ventures (other than sales at fair market value) minus (v) any Start-up Investments minus (vi) any Investment made in cash by the Borrower in any Special Purpose Subsidiary (up to a maximum amount not to exceed the lesser of (x) the amount necessary to provide such Special Purpose Subsidiary with sufficient working capital to conduct its business as contemplated hereby and (y) $150,000,000) 150,000,000 to exceed at any time time) (b) 10% of the sum of (i) all accounts which, in accordance with generally accepted accounting principles, constitute Members' equity in the Borrower and its Consolidated Subsidiaries at such time plus time, (ii) all Indebtedness of the Borrower shown on in its balance sheet dated as of May 31, 2003 2002 as Members' Subordinated Certificates as such Indebtedness shall be reduced from time to time and any other Indebtedness of the Borrower incurred after May 31, 2003 2002 having substantially similar provisions as to subordination as those contained in said outstanding certificates as such other Indebtedness shall be reduced from time to time, in each case at such time plus and all (iii) all "minority interest" shown on the consolidated statement of operations of the Borrower and its Consolidated Subsidiaries most recently delivered by the Borrower to the Banks pursuant to Section 4.02 or Section 5.03 plus (iv) all Qualified Subordinated Indebtedness outstanding at such time; provided that non-cash adjustments (whether positive or negative) required to be made pursuant to SFAS 133 and SFAS 52 shall be excluded from the calculation of the amounts specified in clauses (b)(i), (b)(ii), (b)(iii) and (b)(iv) to the extent otherwise included therein; provided further that, in addition to the foregoing, the Borrower may transfer assets with an aggregate fair market value of not more than $150,000,000 to a bankruptcy remote trust required to be established to support REDLG Obligations of the Borrower, and any such transfer shall be excluded from any calculation under clauses (a) and (b) above to the extent otherwise included therein. For the purpose of this Section 5.12, "Foreclosed Asset" means (x) any property distributed or to be distributed to the Borrower with the authority of any Bankruptcy Court in connection with the bankruptcy of any of the Borrower's debtors and (y) property received by the Borrower upon enforcement by the Borrower of its security interest (if any) in such property or in settlement of delinquent accounts or other overdue amounts owed to it by any of the Borrower's debtors; "Special Purpose Subsidiary" means any domestic Subsidiary all of the shares of capital stock or other ownership interest of which are directly or indirectly owned by the Borrower, which Subsidiary is established for the sole purpose of, and whose sole business shall at all times be, holding Foreclosed Assets; and "Start-up Investments" means Investments made in a Special Purpose Subsidiary solely to finance such Special Purpose Subsidiary's initial acquisition of Foreclosed Assets.

Subsidiaries and Joint Ventures. The Borrower will not permit (a) the sum of (i) the amount of Indebtedness owing to the Borrower by all of its Subsidiaries and Joint Ventures plus (ii) the amount paid by the Borrower in respect of the stock, obligations or securities of or any other interest in such Subsidiaries and Joint Ventures plus (iii) any capital contributions by the Borrower to such Subsidiaries and Joint Ventures (the amounts referred to in paragraphs (i) through (iii), the "“Investments"”) plus (iv) the amount of assets (excluding Foreclosed Assets) otherwise sold or transferred by the Borrower to such Subsidiaries and Joint Ventures (other than sales at fair market value) minus (v) any Start-up Investments minus (vi) any Investment made in cash by the Borrower in any Special Purpose Subsidiary (up to a maximum amount not to exceed the lesser of (x) the amount necessary to provide such Special Purpose Subsidiary with sufficient working capital to conduct its business as contemplated hereby and (y) $150,000,000) to exceed at any time (b) 10% of the sum of (i) all accounts which, in accordance with generally accepted accounting principles, constitute equity in the Borrower and its Consolidated Subsidiaries Entities at such time plus (ii) all Indebtedness of the Borrower shown on its balance sheet dated as of May 31, 2003 2011 as Members' ’ Subordinated Certificates as such Indebtedness shall be reduced from time to time and any other Indebtedness of the Borrower incurred after May 31, 2003 2011 having substantially similar provisions as to subordination as those contained in said outstanding certificates as such other Indebtedness shall be reduced from time to time, in each case at such time plus (iii) all "minority interest" shown on the consolidated statement of operations of the Borrower and its Consolidated Subsidiaries most recently delivered by the Borrower to the Banks pursuant to Section 4.02 or Section 5.03 plus (iv) all Qualified Subordinated Indebtedness outstanding at such time; provided that non-cash adjustments (whether positive or negative) required to be made pursuant to SFAS 133 ASC 815 and SFAS 52 ASC 830 shall be excluded from the calculation of the amounts specified in clauses (b)(i), (b)(ii), and (b)(iii) and (b)(iv) of this Section 5.12 to the extent otherwise included therein; provided further provided, further, that, in addition to the foregoing, the Borrower may transfer assets with an aggregate fair market value of not more than $150,000,000 to a bankruptcy remote trust required to be established to support REDLG Obligations of the Borrower, and any such transfer shall be excluded from any calculation under clauses (a) and (b) above to the extent otherwise included therein. For the purpose of this Section 5.12, "“Foreclosed Asset" ” means (x) any property distributed or to be distributed to the Borrower with the authority of any Bankruptcy Court in connection with the bankruptcy of any of the Borrower's ’s debtors and (y) property received by the Borrower upon enforcement by the Borrower of its security interest (if any) in such property or in settlement of delinquent accounts or other overdue amounts owed to it by any of the Borrower's ’s debtors; "“Special Purpose Subsidiary" ” means any domestic Subsidiary (which shall include any Subsidiary organized under the laws of the United States Virgin Islands) and any Subsidiary organized under the laws of the Netherlands Antilles or the British Virgin Islands all of the shares of capital stock or other ownership interest of which are directly or indirectly owned by the Borrower, which Subsidiary is established for the sole purpose of, and whose sole business shall at all times be, holding Foreclosed Assets; and "“Start-up Investments" ” means Investments made in a Special Purpose Subsidiary solely to finance such Special Purpose Subsidiary's ’s initial acquisition of Foreclosed Assets.

Subsidiaries and Joint Ventures. The Borrower will not permit (a) the sum of (i) the amount of Indebtedness owing to the Borrower by all of its Subsidiaries and Joint Ventures plus (ii) the amount paid by the Borrower in respect of the stock, obligations or securities of or any other interest in such Subsidiaries and Joint Ventures plus (iii) any capital contributions by the Borrower to such Subsidiaries and Joint Ventures (the amounts referred to in paragraphs (i) through (iii), the "“Investments"”) plus (iv) the amount of assets (excluding Foreclosed Assets) otherwise sold or transferred by the Borrower to such Subsidiaries and Joint Ventures (other than sales at fair market value) minus (v) any Start-up Investments minus (vi) any Investment made in cash by the Borrower in any Special Purpose Subsidiary (up to a maximum amount not to exceed the lesser of (x) the amount necessary to provide such Special Purpose Subsidiary with sufficient working capital to conduct its business as contemplated hereby and (y) $150,000,000) to exceed at any time (b) 10% of the sum of (i) all accounts which, in accordance with generally accepted accounting principlesU.S. GAAP, constitute equity in the Borrower and its Consolidated Subsidiaries Entities at such time plus (ii) all Indebtedness of the Borrower shown on its balance sheet dated as of May 31, 2003 2015 as Members' ’ Subordinated Certificates as such Indebtedness shall be reduced from time to time and any other Indebtedness of the Borrower incurred after May 31, 2003 2015 having substantially similar provisions as to subordination as those contained in said outstanding certificates as such other Indebtedness shall be reduced from time to time, in each case at such time plus (iii) all "minority interest" shown on the consolidated statement of operations of the Borrower and its Consolidated Subsidiaries most recently delivered by the Borrower to the Banks pursuant to Section 4.02 or Section 5.03 plus (iv) all Qualified Subordinated Indebtedness outstanding at such time; provided that non-cash adjustments (whether positive or negative) required to be made pursuant to SFAS 133 ASC 815 and SFAS 52 ASC 830 shall be excluded from the calculation of the amounts specified in clauses (b)(i), (b)(ii), and (b)(iii) and (b)(iv) of this Section 5.12 to the extent otherwise included therein; provided further provided, further, that, in addition to the foregoing, the Borrower may transfer assets with an aggregate fair market value of not more than $150,000,000 to a bankruptcy remote trust required to be established to support REDLG Obligations of the Borrower, and any such transfer shall be excluded from any calculation under clauses (a) and (b) above to the extent otherwise included therein. For the purpose of this Section 5.12, "“Foreclosed Asset" ” means (x) any property distributed or to be distributed to the Borrower with the authority of any Bankruptcy Court in connection with the bankruptcy of any of the Borrower's ’s debtors and (y) property received by the Borrower upon enforcement by the Borrower of its security interest (if any) in such property or in settlement of delinquent accounts or other overdue amounts owed to it by any of the Borrower's ’s debtors; "“Special Purpose Subsidiary" means any domestic Subsidiary all of the shares of capital stock or other ownership interest of which are directly or indirectly owned by the Borrower, which Subsidiary is established for the sole purpose of, and whose sole business shall at all times be, holding Foreclosed Assets; and "Start-up Investments" means Investments made in a Special Purpose Subsidiary solely to finance such Special Purpose Subsidiary's initial acquisition of Foreclosed Assets.Purpose

Subsidiaries and Joint Ventures. The Borrower will not permit (a) the sum of (i) the amount of Indebtedness owing to the Borrower by all of its Subsidiaries and Joint Ventures plus (ii) the amount paid by the Borrower in respect of the stock, obligations or securities of or any other interest in such Subsidiaries and Joint Ventures plus (iii) any capital contributions by the Borrower to such Subsidiaries and Joint Ventures (the amounts referred to in paragraphs (i) through (iii), the "“Investments"”) plus (iv) the amount of assets (excluding Foreclosed Assets) otherwise sold or transferred by the Borrower to such Subsidiaries and Joint Ventures (other than sales at fair market value) minus (v) any Start-up Investments minus (vi) any Investment made in cash by the Borrower in any Special Purpose Subsidiary (up to a maximum amount not to exceed the lesser of (x) the amount necessary to provide such Special Purpose Subsidiary with sufficient working capital to conduct its business as contemplated hereby and (y) $150,000,000) to exceed at any time (b) 10% of the sum of (i) all accounts which, in accordance with generally accepted accounting principles, constitute equity in the Borrower and its Consolidated Subsidiaries at such time plus (ii) all Indebtedness of the Borrower shown on its balance sheet dated as of May 31, 2003 2004 as Members' ’ Subordinated Certificates as such Indebtedness shall be reduced from time to time and any other Indebtedness of the Borrower incurred after May 31, 2003 2004 having substantially similar provisions as to subordination as those contained in said outstanding certificates as such other Indebtedness shall be reduced from time to time, in each case at such time plus (iii) all "“minority interest" ” shown on the consolidated statement of operations of the Borrower and its Consolidated Subsidiaries most recently delivered by the Borrower to the Banks pursuant to Section 4.02 or Section 5.03 plus (iv) all Qualified Subordinated Indebtedness outstanding at such time; provided that non-cash adjustments (whether positive or negative) required to be made pursuant to SFAS 133 and SFAS 52 shall be excluded from the calculation of the amounts specified in clauses (b)(i), (b)(ii), (b)(iii) and (b)(iv) to the extent otherwise included therein; provided further that, in addition to the foregoing, the Borrower may transfer assets with an aggregate fair market value of not more than $150,000,000 to a bankruptcy remote trust required to be established to support REDLG Obligations of the Borrower, and any such transfer shall be excluded from any calculation under clauses (a) and (b) above to the extent otherwise included therein. For the purpose of this Section 5.12, "“Foreclosed Asset" ” means (x) any property distributed or to be distributed to the Borrower with the authority of any Bankruptcy Court in connection with the bankruptcy of any of the Borrower's ’s debtors and (y) property received by the Borrower upon enforcement by the Borrower of its security interest (if any) in such property or in settlement of delinquent accounts or other overdue amounts owed to it by any of the Borrower's ’s debtors; "“Special Purpose Subsidiary" ” means any domestic Subsidiary all of the shares of capital stock or other ownership interest of which are directly or indirectly owned by the Borrower, which Subsidiary is established for the sole purpose of, and whose sole business shall at all times be, holding Foreclosed Assets; and "“Start-up Investments" ” means Investments made in a Special Purpose Subsidiary solely to finance such Special Purpose Subsidiary's ’s initial acquisition of Foreclosed Assets.

Subsidiaries and Joint Ventures. The Borrower will not permit the (a)the sum of (i) the amount of Indebtedness owing to the Borrower by all of its Subsidiaries and Joint Ventures plus (ii) the amount paid by the Borrower in respect of the stock, obligations or securities of or any other interest in such Subsidiaries and Joint Ventures plus (iii) any capital contributions by the Borrower to such Subsidiaries and Joint Ventures (the amounts referred to in paragraphs (i) through (iii), the "Investments") plus (iv) the amount of assets (excluding Foreclosed Assets) otherwise sold or transferred by the Borrower to such Subsidiaries and Joint Ventures (other than sales at fair market value) minus (v) any Start-up Investments minus (vi) any Investment made in cash by the Borrower in any Special Purpose Subsidiary (up to a maximum amount not to exceed the lesser of (x) the amount necessary to provide such Special Purpose Subsidiary with sufficient working capital to conduct its business as contemplated hereby and (y) $150,000,000) to exceed at any time (b) 10% of the sum of (i) all accounts which, in accordance with generally accepted accounting principles, constitute equity in the Borrower and its Consolidated Subsidiaries at such time plus (ii) all Indebtedness of the Borrower shown on its balance sheet dated as of May 31, 2003 2006 as Members' Subordinated Certificates as such Indebtedness shall be reduced from time to time and any other Indebtedness of the Borrower incurred after May 31, 2003 2006 having substantially similar provisions as to subordination as those contained in said outstanding certificates as such other Indebtedness shall be reduced from time to time, in each case at such time plus (iii) all "minority interest" shown on the consolidated statement of operations of the Borrower and its Consolidated Subsidiaries most recently delivered by the Borrower to the Banks pursuant to Section 4.02 or Section 5.03 plus (iv) all Qualified Subordinated Indebtedness outstanding at such time; provided that non-cash adjustments (whether positive or negative) required to be made pursuant to SFAS 133 and SFAS 52 shall be excluded from the calculation of the amounts specified in clauses (b)(i), (b)(ii), (b)(iii) and (b)(iv) to the extent otherwise included therein; provided further that, in addition to the foregoing, the Borrower may transfer assets with an aggregate fair market value of not more than $150,000,000 to a bankruptcy remote trust required to be established to support REDLG Obligations of the Borrower, and any such transfer shall be excluded from any calculation under clauses (a) and (b) above to the extent otherwise included therein. For the purpose of this Section 5.12, "Foreclosed Asset" means (x) any property distributed or to be distributed to the Borrower with the authority of any Bankruptcy Court in connection with the bankruptcy of any of the Borrower's debtors and (y) property received by the Borrower upon enforcement by the Borrower of its security interest (if any) in such property or in settlement of delinquent accounts or other overdue amounts owed to it by any of the Borrower's debtors; "Special Purpose Subsidiary" means any domestic Subsidiary all of the shares of capital stock or other ownership interest of which are directly or indirectly owned by the Borrower, which Subsidiary is established for the sole purpose of, and whose sole business shall at all times be, holding Foreclosed Assets; and "Start-up Investments" means Investments made in a Special Purpose Subsidiary solely to finance such Special Purpose Subsidiary's initial acquisition of Foreclosed Assets.non- 43

Subsidiaries and Joint Ventures. The Borrower will not permit (a) the sum of (i) the amount of Indebtedness owing to the Borrower by all of its Subsidiaries and Joint Ventures plus (ii) the amount paid by the Borrower in respect of the stock, obligations or securities of or any other interest in such Subsidiaries and Joint Ventures plus (iii) any capital contributions by the Borrower to such Subsidiaries and Joint Ventures (the amounts referred to in paragraphs (i) through (iii), the "“Investments"”) plus (iv) the amount of assets (excluding Foreclosed Assets) otherwise sold or transferred by the Borrower to such Subsidiaries and Joint Ventures (other than sales at fair market value) minus (v) any Start-up Investments minus (vi) any Investment made in cash by the Borrower in any Special Purpose Subsidiary (up to a maximum amount not to exceed the lesser of (x) the amount necessary to provide such Special Purpose Subsidiary with sufficient working capital to conduct its business as contemplated hereby and (y) $150,000,000) to exceed at any time (b) 10% of the sum of (i) all accounts which, in accordance with generally accepted accounting principles, constitute equity in the Borrower and its Consolidated Subsidiaries Entities at such time plus (ii) all Indebtedness of the Borrower shown on its balance sheet dated as of May 31, 2003 2009 as Members' ’ Subordinated Certificates as such Indebtedness shall be reduced from time to time and any other Indebtedness of the Borrower incurred after May 31, 2003 2009 having substantially similar provisions as to subordination as those contained in said outstanding certificates as such other Indebtedness shall be reduced from time to time, in each case at such time plus (iii) all "minority interest" shown on the consolidated statement of operations of the Borrower and its Consolidated Subsidiaries most recently delivered by the Borrower to the Banks pursuant to Section 4.02 or Section 5.03 plus (iv) all Qualified Subordinated Indebtedness outstanding at such time; provided that non-cash adjustments (whether positive or negative) required to be made pursuant to SFAS 133 ASC 815 and SFAS 52 ASC 830 shall be excluded from the calculation of the amounts specified in clauses (b)(i), (b)(ii), and (b)(iii) and (b)(iv) of this Section 5.12 to the extent otherwise included therein; provided further provided, further, that, in addition to the foregoing, the Borrower may transfer assets with an aggregate fair market value of not more than $150,000,000 to a bankruptcy remote trust required to be established to support REDLG Obligations of the Borrower, and any such transfer shall be excluded from any calculation under clauses (a) and (b) above to the extent otherwise included therein. For the purpose of this Section 5.12, "“Foreclosed Asset" ” means (x) any property distributed or to be distributed to the Borrower with the authority of any Bankruptcy Court in connection with the bankruptcy of any of the Borrower's ’s debtors and (y) property received by the Borrower upon enforcement by the Borrower of its security interest (if any) in such property or in settlement of delinquent accounts or other overdue amounts owed to it by demand, loss, damages or liability (except such as result from such indemnitee’s gross negligence or willful misconduct as determined by a final, non-appealable judgment of a court of competent jurisdiction) that such indemnitees may suffer or incur in connection with this Agreement or any action taken or omitted by such indemnitees hereunder. Each Bank severally agrees to indemnify each Issuing Bank (to the extent not promptly reimbursed by the Borrower and without limiting its obligation to do so in accordance with this Agreement) from and against such Bank’s Pro Rata Share of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against such Issuing Bank in its capacity as such in any way relating to or arising out of this Agreement, the Notes or the Issuer Documents, or any action taken or omitted by such Issuing Bank under this Agreement, the Notes or the Issuer Documents (including the issuance or transfer of, or payment or failure to pay under, any Letter of Credit); provided that no Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting directly and primarily from such Issuing Bank’s gross negligence or willful misconduct as found in a final, non- appealable judgment by a court of competent jurisdiction. Without limitation of the Borrower's debtors; "Special Purpose Subsidiary" means foregoing, each Bank agrees to reimburse such Issuing Bank promptly upon demand for its Pro Rata Share of any domestic Subsidiary all costs and expenses (including, without limitation, reasonable fees and expenses of the shares of capital stock or other ownership interest of which are directly or indirectly owned counsel) payable by the BorrowerBorrower under Section 9.03, which Subsidiary to the extent that such Issuing Bank is established not promptly reimbursed for such costs and expenses by the sole purpose of, and whose sole business shall at all times be, holding Foreclosed Assets; and "Start-up Investments" means Investments made Borrower in a Special Purpose Subsidiary solely to finance such Special Purpose Subsidiary's initial acquisition of Foreclosed Assetsaccordance with this Agreement.

Subsidiaries and Joint Ventures. The Borrower will not permit (a) the sum of (i) the amount of Indebtedness owing to the Borrower by all of its Subsidiaries and Joint Ventures plus (ii) the amount paid by the Borrower in respect of the stock, obligations or securities of or any other interest in such Subsidiaries and Joint Ventures plus (iii) any capital contributions by the Borrower to such Subsidiaries and Joint Ventures (the amounts referred to in paragraphs (i) through (iii), the "“Investments"”) plus (iv) the amount of assets (excluding Foreclosed Assets) otherwise sold or transferred by the Borrower to such Subsidiaries and Joint Ventures (other than sales at fair market value) minus (v) any Start-up Investments minus (vi) any Investment made in cash by the Borrower in any Special Purpose Subsidiary (up to a maximum amount not to exceed the lesser of (x) the amount necessary to provide such Special Purpose Subsidiary with sufficient working capital to conduct its business as contemplated hereby and (y) $150,000,000) to exceed at any time (b) 10% of the sum of (i) all accounts which, in accordance with generally accepted accounting principles, constitute equity in the Borrower and its Consolidated Subsidiaries at such time plus (ii) all Indebtedness of the Borrower shown on its balance sheet dated as of May 31, 2003 2007 as Members' ’ Subordinated Certificates as such Indebtedness shall be reduced from time to time and any other Indebtedness of the Borrower incurred after May 31, 2003 2007 having substantially similar provisions as to subordination as those contained in said outstanding certificates as such other Indebtedness shall be reduced from time to time, in each case at such time plus (iii) all "“minority interest" ” shown on the consolidated statement of operations of the Borrower and its Consolidated Subsidiaries most recently delivered by the Borrower to the Banks pursuant to Section 4.02 or Section 5.03 plus (iv) all Qualified Subordinated Indebtedness outstanding at such time; provided that non-cash adjustments (whether positive or negative) required to be made pursuant to SFAS 133 and SFAS 52 shall be excluded from the calculation of the amounts specified in clauses (b)(i), (b)(ii), (b)(iii) and (b)(iv) to the extent otherwise included therein; provided further that, in addition to the foregoing, the Borrower may transfer assets with an aggregate fair market value of not more than $150,000,000 to a bankruptcy remote trust required to be established to support REDLG Obligations of the Borrower, and any such transfer shall be excluded from any calculation under clauses (a) and (b) above to the extent otherwise included therein. For the purpose of this Section 5.12, "Foreclosed Asset" means (x) any property distributed or to be distributed to the Borrower with the authority of any Bankruptcy Court in connection with the bankruptcy of any of the Borrower's debtors and (y) property received by the Borrower upon enforcement by the Borrower of its security interest (if any) in such property or in settlement of delinquent accounts or other overdue amounts owed to it by any of the Borrower's debtors; "Special Purpose Subsidiary" means any domestic Subsidiary all of the shares of capital stock or other ownership interest of which are directly or indirectly owned by the Borrower, which Subsidiary is established for the sole purpose of, and whose sole business shall at all times be, holding Foreclosed Assets; and "Start-up Investments" means Investments made in a Special Purpose Subsidiary solely to finance such Special Purpose Subsidiary's initial acquisition of Foreclosed Assets.

Subsidiaries and Joint Ventures. The Borrower will not permit (a) the sum of (i) the amount of Indebtedness owing to the Borrower by all of its Subsidiaries and Joint Ventures plus (ii) the amount paid by the Borrower in respect of the stock, obligations or securities of or any other interest in such Subsidiaries and Joint Ventures (iii) plus any capital contributions by the Borrower to such Subsidiaries and Joint Ventures (the amounts referred to in paragraphs (i) through (iii), the "Investments") plus (iv) the amount of assets (excluding Foreclosed Assets) otherwise sold or transferred by the Borrower to such Subsidiaries and Joint Ventures (other than sales at fair market value) minus (v) any Start-up Investments minus (vi) any Investment made in cash by the Borrower in any Special Purpose Subsidiary (up to a maximum amount not to exceed the lesser of (x) the amount necessary to provide such Special Purpose Subsidiary with sufficient working capital to conduct its business as contemplated hereby and (y) $150,000,000) to exceed at any time 10% of the sum of (i) all accounts which, in accordance with generally accepted accounting principles, constitute Members' equity in the Borrower and its Consolidated Subsidiaries at such time plus time, (ii) all Indebtedness of the Borrower shown on in its balance sheet dated as of May 31, 2003 2002 as Members' Subordinated Certificates as such Indebtedness shall be reduced from time to time and any other Indebtedness of the Borrower incurred after May 31, 2003 2002 having substantially similar provisions as to subordination as those contained in said outstanding certificates as such other Indebtedness shall be reduced from time to time, in each case at such time plus and (iii) all "minority interest" shown on the consolidated statement of operations of the Borrower and its Consolidated Subsidiaries most recently delivered by the Borrower to the Banks pursuant to Section 4.02 or Section 5.03 plus (iv) all Qualified Subordinated Indebtedness outstanding at such time; provided that non-cash adjustments (whether positive or negative) required to be made pursuant to SFAS 133 and SFAS 52 shall be excluded from the calculation of the amounts specified in clauses (b)(i), (b)(ii), (b)(iii) and (b)(iv) to the extent otherwise included therein; provided further that, in addition to the foregoing, the Borrower may transfer assets with an aggregate fair market value of not more than $150,000,000 to a bankruptcy remote trust required to be established to support REDLG Obligations of the Borrower, and any such transfer shall be excluded from any calculation under clauses (a) and (b) above to the extent otherwise included therein. For the purpose of this Section 5.12, "Foreclosed Asset" means (x) any property distributed or to be distributed to the Borrower with the authority of any Bankruptcy Court in connection with the bankruptcy of any of the Borrower's debtors and (y) property received by the Borrower upon enforcement by the Borrower of its security interest (if any) in such property or in settlement of delinquent accounts or other overdue amounts owed to it by any of the Borrower's debtors; "Special Purpose Subsidiary" means any domestic Subsidiary all of the shares of capital stock or other ownership interest of which are directly or indirectly owned by the Borrower, which Subsidiary is established for the sole purpose of, and whose sole business shall at all times be, holding Foreclosed Assets; and "Start-up Investments" means Investments made in a Special Purpose Subsidiary solely to finance such Special Purpose Subsidiary's initial acquisition of Foreclosed Assets.

Subsidiaries and Joint Ventures. The Borrower will not permit (a) the sum of (i) the amount of Indebtedness owing to the Borrower by all of its Subsidiaries and Joint Ventures plus (ii) the amount paid by the Borrower in respect of the stock, obligations or securities of or any other interest in such Subsidiaries and Joint Ventures plus (iii) any capital contributions by the Borrower to such Subsidiaries and Joint Ventures (the amounts referred to in paragraphs (i) through (iii), the "Investments") plus (iv) the amount of assets (excluding Foreclosed Assets) otherwise sold or transferred by the Borrower to such Subsidiaries and Joint Ventures (other than sales at fair market value) minus (v) any Start-up Investments minus (vi) any Investment made in cash by the Borrower in any Special Purpose Subsidiary (up to a maximum amount not to exceed the lesser of (x) the amount necessary to provide such Special Purpose Subsidiary with sufficient working capital to conduct its business as contemplated hereby and (y) $150,000,000) to exceed at any time (b) 10% of the sum of (i) all accounts which, in accordance with generally accepted accounting principles, constitute equity in the Borrower and its Consolidated Subsidiaries at such time plus (ii) all Indebtedness of the Borrower shown on its balance sheet dated as of May 31, 2003 2005 as Members' Subordinated Certificates as such Indebtedness shall be reduced from time to time and any other Indebtedness of the Borrower incurred after May 31, 2003 2005 having substantially similar provisions as to subordination as those contained in said outstanding certificates as such other Indebtedness shall be reduced from time to time, in each case at such time plus (iii) all "minority interest" shown on the consolidated statement of operations of the Borrower and its Consolidated Subsidiaries most recently delivered by the Borrower to the Banks pursuant to Section 4.02 or Section 5.03 plus (iv) all Qualified Subordinated Indebtedness outstanding at such time; provided that non-cash adjustments (whether positive or negative) required to be made pursuant to SFAS 133 and SFAS 52 shall be excluded from the calculation of the amounts specified in clauses (b)(i), (b)(ii), (b)(iii) and (b)(iv) to the extent otherwise included therein; provided further that, in addition to the foregoing, the Borrower may transfer assets with an aggregate fair market value of not more than $150,000,000 to a bankruptcy remote trust required to be established to support REDLG Obligations of the Borrower, and any such transfer shall be excluded from any calculation under clauses (a) and (b) above to the extent otherwise included therein. For the purpose of this Section 5.12, "Foreclosed Asset" means (x) any property distributed or to be distributed to the Borrower with the authority of any Bankruptcy Court in connection with the bankruptcy of any of the Borrower's debtors and (y) property received by the Borrower upon enforcement by the Borrower of its security interest (if any) in such property or in settlement of delinquent accounts or other overdue amounts owed to it by any of the Borrower's debtors; "Special Purpose Subsidiary" means any domestic Subsidiary all of the shares of capital stock or other ownership interest of which are directly or indirectly owned by the Borrower, which Subsidiary is established for the sole purpose of, and whose sole business shall at all times be, holding Foreclosed Assets; and "Start-up Investments" means Investments made in a Special Purpose Subsidiary solely to finance such Special Purpose Subsidiary's initial acquisition of Foreclosed Assets.otherwise

Subsidiaries and Joint Ventures. The Borrower will not permit (a) the sum of (i) the amount of Indebtedness owing to the Borrower by all of its Subsidiaries and Joint Ventures plus (ii) the amount paid by the Borrower in respect of the stock, obligations or securities of or any other interest in such Subsidiaries and Joint Ventures plus (iii) any capital contributions by the Borrower to such Subsidiaries and Joint Ventures (the amounts referred to in paragraphs (i) through (iii), the "“Investments"”) plus (iv) the amount of assets (excluding Foreclosed Assets) otherwise sold or transferred by the Borrower to such Subsidiaries and Joint Ventures (other than sales at fair market value) minus (v) any Start-up Investments minus (vi) any Investment made in cash by the Borrower in any Special Purpose Subsidiary (up to a maximum amount not to exceed the lesser of (x) the amount necessary to provide such Special Purpose Subsidiary with sufficient working capital to conduct its business as contemplated hereby and (y) $150,000,000) to exceed at any time (b) 10% of the sum of (i) all accounts which, in accordance with generally accepted accounting principles, constitute equity in the Borrower and its Consolidated Subsidiaries Entities at such time plus (ii) all Indebtedness of the Borrower shown on its balance sheet dated as of May 31, 2003 2011 as Members' ’ Subordinated Certificates as such Indebtedness shall be reduced from time to time and any other Indebtedness of the Borrower incurred after May 31, 2003 2011 having substantially similar provisions as to subordination as those contained in said outstanding certificates as such other Indebtedness shall be reduced from time to time, in each case at such time plus (iiiNY) all "minority interest" shown on the consolidated statement of operations of the Borrower and its Consolidated Subsidiaries most recently delivered by the Borrower to the Banks pursuant to Section 4.02 or Section 5.03 plus (iv) all Qualified Subordinated Indebtedness outstanding at such time; provided that non-cash adjustments (whether positive or negative) required to be made pursuant to SFAS 133 and SFAS 52 shall be excluded from the calculation of the amounts specified in clauses (b)(i), (b)(ii), (b)(iii) and (b)(iv) to the extent otherwise included therein; provided further that, in addition to the foregoing, the Borrower may transfer assets with an aggregate fair market value of not more than $150,000,000 to a bankruptcy remote trust required to be established to support REDLG Obligations of the Borrower, and any such transfer shall be excluded from any calculation under clauses (a) and (b) above to the extent otherwise included therein. For the purpose of this Section 5.12, "Foreclosed Asset" means (x) any property distributed or to be distributed to the Borrower with the authority of any Bankruptcy Court in connection with the bankruptcy of any of the Borrower's debtors and (y) property received by the Borrower upon enforcement by the Borrower of its security interest (if any) in such property or in settlement of delinquent accounts or other overdue amounts owed to it by any of the Borrower's debtors; "Special Purpose Subsidiary" means any domestic Subsidiary all of the shares of capital stock or other ownership interest of which are directly or indirectly owned by the Borrower, which Subsidiary is established for the sole purpose of, and whose sole business shall at all times be, holding Foreclosed Assets; and "Start-up Investments" means Investments made in a Special Purpose Subsidiary solely to finance such Special Purpose Subsidiary's initial acquisition of Foreclosed Assets.27011/233/CA/JPM.CA.doc

Subsidiaries and Joint Ventures. The Borrower will not permit (a) the sum of (i) the amount of Indebtedness owing to the Borrower by all of its Subsidiaries and Joint Ventures plus (ii) the amount paid by the Borrower in respect of the stock, obligations or securities of or any other interest in such Subsidiaries and Joint Ventures plus (iii) any capital contributions by the Borrower to such Subsidiaries and Joint Ventures (the amounts referred to in paragraphs (i) through (iii), the "“Investments"”) plus (iv) the amount of assets (excluding Foreclosed Assets) otherwise sold or transferred by the Borrower to such Subsidiaries and Joint Ventures (other than sales at fair market value) minus (v) any Start-up Investments minus (vi) any Investment made in cash by the Borrower in any Special Purpose Subsidiary (up to a maximum amount not to exceed the lesser of (x) the amount necessary to provide such Special Purpose Subsidiary with sufficient working capital to conduct its business as contemplated hereby and (y) $150,000,000) to exceed at any time (b) 10% of the sum of (i) all accounts which, in accordance with generally accepted accounting principles, constitute equity in the Borrower and its Consolidated Subsidiaries Entities at such time plus (ii) all Indebtedness of the Borrower shown on its balance sheet dated as of May 31, 2003 2009 as Members' ’ Subordinated Certificates as such Indebtedness shall be reduced from time to time and any other Indebtedness of the Borrower incurred after May 31, 2003 2009 having substantially similar provisions as to subordination as those contained in said outstanding certificates as such other Indebtedness shall be reduced from time to time, in each case at such time plus (iii) all "minority interest" shown on the consolidated statement of operations of the Borrower and its Consolidated Subsidiaries most recently delivered by the Borrower to the Banks pursuant to Section 4.02 or Section 5.03 plus (iv) all Qualified Subordinated Indebtedness outstanding at such time; provided that non-cash adjustments (whether positive or negative) required to be made pursuant to SFAS 133 ASC 815 and SFAS 52 ASC 830 shall be excluded from the calculation of the amounts specified in clauses (b)(i), (b)(ii), (b)(iii) and (b)(iv) to the extent otherwise included therein; provided further that, in addition to the foregoing, the Borrower may transfer assets with an aggregate fair market value of not more than $150,000,000 to a bankruptcy remote trust required to be established to support REDLG Obligations of the Borrower, and any such transfer shall be excluded from any calculation under clauses (a) and (b) above to the extent otherwise included therein. For the purpose of this Section 5.12, "Foreclosed Asset" means (x) any property distributed or to be distributed to the Borrower with the authority of any Bankruptcy Court in connection with the bankruptcy of any of the Borrower's debtors and (y) property received by the Borrower upon enforcement by the Borrower of its security interest (if any) in such property or in settlement of delinquent accounts or other overdue amounts owed to it by any of the Borrower's debtors; "Special Purpose Subsidiary" means any domestic Subsidiary all of the shares of capital stock or other ownership interest of which are directly or indirectly owned by the Borrower, which Subsidiary is established for the sole purpose of, and whose sole business shall at all times be, holding Foreclosed Assets; and "Start-up Investments" means Investments made in a Special Purpose Subsidiary solely to finance such Special Purpose Subsidiary's initial acquisition of Foreclosed Assets.specified

Subsidiaries and Joint Ventures. The Borrower will not permit (a) the sum of (i) the amount of Indebtedness owing to the Borrower by all of its Subsidiaries and Joint Ventures plus (ii) the amount paid by the Borrower in respect of the stock, obligations or securities of or any other interest in such Subsidiaries and Joint Ventures plus (iii) any capital contributions by the Borrower to such Subsidiaries and Joint Ventures (the amounts referred to in paragraphs (i) through (iii), the "“Investments"”) plus (iv) the amount of assets (excluding Foreclosed Assets) otherwise sold or transferred by the Borrower to such Subsidiaries and Joint Ventures (other than sales at fair market value) minus (v) any Start-up Investments minus (vi) any Investment made in cash by the Borrower in any Special Purpose Subsidiary (up to a maximum amount not to exceed the lesser of (x) the amount necessary to provide such Special Purpose Subsidiary with sufficient working capital to conduct its business as contemplated hereby and (y) $150,000,000) to exceed at any time (b) 10% of the sum of (i) all accounts which, in accordance with generally accepted accounting principles, constitute equity in the Borrower and its Consolidated Subsidiaries at such time plus (ii) all Indebtedness of the Borrower shown on its balance sheet dated as of May 31, 2003 2004 as Members' Subordinated Certificates as such Indebtedness shall be reduced from time to time and any other Indebtedness of the Borrower incurred after May 31, 2003 2004 having substantially similar provisions as to subordination as those contained in said outstanding certificates as such other Indebtedness shall be reduced from time to time, in each case at such time plus (iii) all "“minority interest" ” shown on the consolidated statement of operations of the Borrower and its Consolidated Subsidiaries most recently delivered by the Borrower to the Banks pursuant to Section 4.02 or Section 5.03 plus (iv) all Qualified Subordinated Indebtedness outstanding at such time; provided that non-cash adjustments (whether positive or negative) required to be made pursuant to SFAS 133 and SFAS 52 shall be excluded from the calculation of the amounts specified in clauses (b)(i), (b)(ii), (b)(iii) and (b)(iv) to the extent otherwise included therein; provided further that, in addition to the foregoing, the Borrower may transfer assets with an aggregate fair market value of not more than $150,000,000 to a bankruptcy remote trust required to be established to support REDLG Obligations of the Borrower, and any such transfer shall be excluded from any calculation under clauses (a) and (b) above to the extent otherwise included therein. For the purpose of this Section 5.12, "“Foreclosed Asset" ” means (x) any property distributed or to be distributed to the Borrower with the authority of any Bankruptcy Court in connection with the bankruptcy of any of the Borrower's debtors and (y) property received by the Borrower upon enforcement by the Borrower of its security interest (if any) in such property or in settlement of delinquent accounts or other overdue amounts owed to it by any of the Borrower's debtors; "“Special Purpose Subsidiary" ” means any domestic Subsidiary all of the shares of capital stock or other ownership interest of which are directly or indirectly owned by the Borrower, which Subsidiary is established for the sole purpose of, and whose sole business shall at all times be, holding Foreclosed Assets; and "“Start-up Investments" ” means Investments made in a Special Purpose Subsidiary solely to finance such Special Purpose Subsidiary's initial acquisition of Foreclosed Assets.