Final Asset Division

Final Asset Division. Notwithstanding any provision to the contrary in Article VI (but without prejudice to Sections 6.05, 6.08 and 6.09), the Borrower and its Subsidiaries shall be permitted to incur, assume, refinance, replace, guarantee or otherwise assume direct or indirect responsibility for the payment of the Allocable CSX/NS Debt (calculated without giving effect to clause (c) of the proviso to the definition thereof) or Allocable CSX/NS ... Attributable Debt (calculated without giving effect to clause (c) of the proviso to the definition thereof) of the CSX/NS Acquisition Sub Entities in connection with the final asset division contemplated by the CSX/NS Agreement, either on an unsecured basis or secured by Liens on the assets of any CSX/NS Acquisition Sub Entity (whether such assets remain assets of such CSX/NS Acquisition Sub Entity or are acquired by the Borrower or any of its Subsidiaries) and any resulting Debt, Lien or, to the extent applicable, Sale/Leaseback Transaction of the Borrower or any of its Subsidiaries shall not be included for purposes of determining compliance with the limitations contained in Sections 6.01(e), 6.02(f) and 6.03(c). View More