long-term indebtedness means any indebtedness having a stated maturity more than
12 months from the date of application of sale and leaseback transaction proceeds to the repayment or retirement thereof or which is extendible at the option of the obligor thereon to a date more than 12 months from the date of such application.
Lien means any lien, security interest, pledge, mortgage, conditional sale or other title retention agreement or other
similar encumbrance.
Non-recourse
Obligation means indebtedness
(A) substantially related to (1) the acquisition of assets not previously owned by the Company or any of its subsidiaries or (2) the financing of a project involving the development or expansion of our properties or properties of any
of our direct or indirect subsidiaries or (B) renewing, refinancing, replacing or extending any of the types of indebtedness referred to in the preceding clause (A), in each case, as to which the obligee with respect to such indebtedness has no
recourse to us or our assets other than the assets which were acquired with the proceeds of such transaction or the project financed with the proceeds of such transaction (and the proceeds thereof), provided that indebtedness will not fail to
qualify as
Non-recourse
Obligations solely because the Company has indemnified any such obligee against damages resulting from or is otherwise obligated to such obligee in respect of exceptions to
non-recourse
liability in general usage (as determined in good faith by the board of directors of the Company, or a committee thereof, or any senior officer of the Company) in the relevant industry at the time such
indebtedness is incurred (such as fraud, waste, misapplication of funds, failure to maintain insurance coverage, and environmental liability).
person means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust,
unincorporated organization or government or political subdivision thereof.
principal property means the land, improvements,
buildings and fixtures constituting any research and development facility or service and support facility that is real property located within the territorial limits of the United States (excluding its territories and possessions and Puerto Rico)
owned or leased by the Company and having a net book value which, on the date of determination as to whether a property is a principal property is being made, exceeds 2% of our Consolidated Total Assets, other than (a) any such facility as any
of our board of directors (or a committee thereof) determines in good faith is not of material importance to the total business conducted, or assets owned, by us and our subsidiaries, taken as a whole and (b) our principal corporate offices or
primary campuses (it being understood that as of the date of issuance of the notes, our campus located in San Francisco, California comprises our principal corporate offices).
property means any property or asset, whether real, personal or mixed, or tangible or intangible, including shares of capital
stock.
sale and leaseback transaction means any arrangement with any person (not including us or any of our subsidiaries) or
to which any such lender or investor is a party, providing for the leasing by us of any principal property which has been or is to be sold or transferred, by us to such person.
senior officer of any specified Person means the chief executive officer, any president, any vice president, the chief financial
officer, the treasurer, any assistant treasurer, the secretary or any assistant secretary.
subsidiary means any corporation
or other entity of which at least a majority of the outstanding capital stock or other equity interests having by the terms thereof ordinary voting power to elect a majority of the directors, managers or trustees of such corporation or other entity,
irrespective of whether or not at the time capital stock or other equity securities of any other class or classes of such corporation or other entity shall have or might have voting power by reason of the happening of any contingency, is at the
time, directly or indirectly, owned or controlled by us or by one or more of our subsidiaries, or by us and one or more of our subsidiaries.
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