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(3)
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to the extent not otherwise included, the obligations of the type referred to in clause (1) of a third
Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person;
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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 , 2019.
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.
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