guarantee means any obligation, contingent or otherwise, of any person directly
or indirectly guaranteeing any indebtedness of any other person and any obligation, direct or indirect, contingent or otherwise, of such person (1) to purchase or pay (or advance or supply funds for the purchase or payment of) such indebtedness
of such other person (whether arising by virtue of partnership arrangements, or by agreement to keep well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise) or
(2) entered into for purposes of assuring in any other manner the obligee of such indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided, however, that the term
guarantee will not include endorsements for collection or deposit in the ordinary course of business. The term guarantee, when used as a verb, has a correlative meaning.
incur means issue, assume, guarantee or otherwise become liable for.
indebtedness means, with respect to any person, obligations (other than Non-recourse
Obligations) of such person for borrowed money (including, without limitation, indebtedness for borrowed money evidenced by notes, bonds, debentures or similar instruments).
Non-recourse Obligation means indebtedness or other obligations substantially related to
the acquisition of assets not previously owned by Keysight or any direct or indirect subsidiaries of Keysight or the financing of a project involving the development or expansion of properties of Keysight or any direct or indirect subsidiaries of
Keysight, in each case as to which the obligee with respect to such indebtedness or obligation has no recourse to Keysight or any direct or indirect subsidiary of Keysight or such subsidiarys 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).
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 headquarters
of Keysight, each manufacturing facility, each research and development facility and each service and support facility (in each case including associated office facilities) located within the territorial limits of the United States of America owned
by Keysight or any of its wholly owned subsidiaries, except such as Keysights board of directors by resolution determines in good faith (taking into account, among other things, the importance of such property to the business, financial
condition and earnings of Keysight and its subsidiaries taken as a whole) not to be of material importance to the business of Keysight and its subsidiaries, taken as a whole.
Significant Subsidiary has the meaning set forth in Rule 1-02(w) of Regulation S-X under the Exchange Act.
subsidiary means, with respect to any person (the
parent) at any date, any corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting
power or, in the case of a partnership, more than 50% of the general partnership interests are, as of that date, owned, controlled or held by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the
parent.
trustee means the person named as Trustee in the indenture until a successor trustee shall have become
such pursuant to the applicable provisions of the indenture, and thereafter, trustee shall mean or include each person who is then a trustee under the indenture, and if at any time there is more than one such person, trustee
as used with respect to the notes of any series shall mean the trustee with respect to the notes of that series.
Governing Law
The indenture and the notes will be governed by, and construed in accordance with, the laws of the State of New York.
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