Governing Law
The indenture and the Notes will be governed by, and construed in accordance with, the laws of the State of New York.
Definitions
The following definitions
are applicable to this Description of the New Notes:
Attributable Debt means, with respect to a Sale and Leaseback
Transaction, an amount equal to the lesser of (1) the fair market value of the Property (as determined in good faith by our board of directors); and (2) the present value of the total net amount of rent payments to be made under the lease
during its remaining term, discounted at the rate of interest set forth or implicit in the terms of the lease, compounded semi-annually. The calculation of the present value of the total net amount of rent payments is subject to adjustments
specified in the indenture.
Capitalized Lease means any obligation of a Person to pay rent or other amounts incurred with
respect to real property or equipment acquired or leased by such Person and used in its business that is required to be recorded as a capital lease in accordance with generally accepted accounting principles.
Consolidated Total Assets means, with respect to any Person as of any date, the amount of total assets as shown on the
consolidated balance sheet of such Person for the most recent fiscal quarter for which financial statements have been filed with the Securities and Exchange Commission, prepared in accordance with accounting principles generally accepted in the
United States.
Hedging Obligations means, with respect to any specified Person, the obligations of such Person under:
(1) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate
collar agreements;
(2) other agreements or arrangements designed to manage interest rates or interest rate risk; and
(3) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices.
Indebtedness of any Person means, without duplication (1) any obligation of such Person for money borrowed, (2) any
obligation of such Person evidenced by bonds, debentures, notes or other similar instruments, (3) any reimbursement obligation of such Person in respect of letters of credit or other similar instruments which support financial obligations which
would otherwise become Indebtedness, and (4) any obligation of such Person under Capitalized Leases; provided, however, that Indebtedness of such Person shall not include any obligation of such Person to any Subsidiary of such
Person or to any Person with respect to which such Person is a Subsidiary.
Lien means any pledge, mortgage, lien, encumbrance
or other security interest.
Person means any individual, corporation, limited liability company, partnership, joint venture,
association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof or other similar entity.
Property means any property or asset, whether real, personal or mixed, or tangible or intangible.
Sale and Leaseback Transaction means any arrangement with any Person providing for the leasing by us or any Subsidiary of ours of
any Property that has been or is to be sold or transferred by us or such Subsidiary, as the case may be, to such Person.
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