obligations under capital leases; and (b) intangible assets, to the extent included in said aggregate amount of assets, all as set forth on our most recent consolidated balance sheet and
computed in accordance with generally accepted accounting principles in the United States of America applied on a consistent basis.
Credit Agreement
means the Credit Agreement, dated as of October 25, 2017, among the Company, as borrower, Bank of
America, N.A., in its capacity as Administrative Agent, Swing Line Lender and L/C Issuer, Wells Fargo Bank, N.A., Citibank, N.A. and U.S. Bank National Association, as L/C Issuers, and the other Lenders from time to time a party thereto, including
any related letters of credit, notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced from time to time by one or
more credit facilities, in which case, the credit agreement or similar agreement together with all other documents and instruments related thereto shall constitute the Credit Agreement under the indenture, whether with the same or
different agents and lenders.
Funded Debt
means Indebtedness, whether or not contingent, for money borrowed (including
all obligations evidenced by bonds, debentures, notes or similar instruments) owed or guaranteed by the Company or any consolidated subsidiary, and any of the debt which under generally accepted accounting principles in the United States of America
would appear as debt on the consolidated balance sheet of the Company.
Investment Grade Rating
means a rating equal to
or higher than Baa3 (or the equivalent) by Moodys and
BBB-
(or the equivalent) by S&P, or, in each case, if such Rating Agency ceases to rate the notes or fails to make a rating of such notes
publicly available for reasons outside of our control, the equivalent investment grade credit rating by the replacement agency selected by us in accordance with the procedures described below.
Material Subsidiary
means each subsidiary of the Company that meets either of the following tests: (a) its assets
equal or exceed 3% of total assets of the Company and its subsidiaries on a consolidated basis, or (b) its revenues equal or exceed 3% of the total revenues of the Company and its subsidiaries on a consolidated basis; provided that (i) if
the subsidiaries that meet either of the tests in (a) or (b), when combined with revenues generated or assets owned directly by the Company (excluding any assets located or revenues generated at the subsidiary level), aggregate less than 90% of
the total assets or total revenues of the Company and its subsidiaries on a consolidated basis, the Company shall designate additional subsidiaries to constitute Material Subsidiaries until such threshold is met, and (ii) once a subsidiary is
deemed a Material Subsidiary, whether by virtue of the tests in (a) or (b) above, or a result of designation pursuant to part (i) of this proviso, such subsidiary shall continue to constitute a Material Subsidiary throughout the term of
the notes.
Moodys
means Moodys Investors Service, Inc., a subsidiary of Moodys Corporation, and its
successors.
Nonrecourse Obligation
means Indebtedness or lease payment obligations related to (i) the acquisition
of a Principal Property not previously owned by the Company or any subsidiary or (ii) the financing of a project involving the development or expansion of any Principal Property owned by the Company or any subsidiary, as to which the obligee
with respect to such Indebtedness or obligation has no recourse to the Company or any subsidiary or any of the Companys or its subsidiaries assets other than such Principal Property so acquired, developed or expanded, as applicable.
Person
means any individual, corporation, partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or limited liability company, or governmental or other entity.
Preferred Stock
of any
Person means any Capital Stock of such Person that has preferential rights to any other Capital Stock of such Person with respect to dividends or redemptions or upon liquidation.
Principal Property
means any individual facility or real property, or portion thereof, owned or hereafter acquired by us or
any subsidiary and located within the United States of America, which, in the good faith
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