provided
,
however
, that notwithstanding the foregoing, Indebtedness shall be deemed not to
include (a) Contingent Obligations incurred in the ordinary course of business or (b) obligations under or in respect of Receivables Facilities.
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 an equivalent rating by any other Rating Agency.
Investments
means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in
the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commissions, travel and similar advances to officers and employees, in each case made in the ordinary
course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the
footnotes) of the Issuer in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property.
Issue Date
means January 30, 2019, with respect to the 2029 Notes, and August 23, 2018, with respect to the 2028 Notes (the
date on which the Existing 2028 Notes were issued).
Legal Holiday
means a Saturday, a Sunday or a day on which
commercial banking institutions are not required to be open in the State of New York.
Lien
means, with respect to any
asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable
law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the
Uniform Commercial Code (or equivalent statutes) of any jurisdiction; that in no event shall an operating lease be deemed to constitute a Lien.
Moodys
means Moodys Investors Service, Inc. and any successor to its rating agency business.
Mortgages
means mortgages, liens, pledges or other encumbrances.
Obligations
means any principal, interest (including any interest accruing subsequent to the filing of a petition in
bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), premium, penalties, fees,
indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and bankers acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.
Officer
means the Chairman of the Board, the Chief Executive Officer, the President, any Executive Vice President, Senior
Vice President or Vice President, the Treasurer or the Secretary of the Issuer, the Parent Guarantor or a Subsidiary, as applicable.
Officers Certificate
means a certificate signed on behalf of the Issuer by an Officer of the Issuer, on behalf of the
Parent Guarantor by an Officer of the Parent Guarantor or on behalf of a Subsidiary by an Officer of such Subsidiary, as applicable, that meets the requirements set forth in the Indenture.
Opinion of Counsel
means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an
employee of or counsel to the Issuer or the Trustee.
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