in each case, determined on a consolidated basis in accordance with GAAP.
Fixed Charges will exclude (x) the amortization or write-off of debt issuance costs and deferred financing fees, commissions, fees and
expenses, (y) any expensing of interim loan commitment and other financing fees and (z) non-cash interest on any convertible or exchangeable notes that exists by virtue of the bifurcation of the debt and equity components of convertible or
exchangeable notes and the application FASB Staff Position APB 14-1 or any similar provision.
Subsidiary means (i) any Restricted Subsidiary of the Company that is not a Domestic Subsidiary, (ii) any Restricted Subsidiary that has no material assets other than Capital Stock, securities or indebtedness of one or more
Foreign Subsidiaries and (iii) a Subsidiary of an entity described in the preceding clauses (i) and (ii).
GAAP means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment
of the accounting profession, which are in effect from time to time.
Global Note Legend means the legend
set forth in Section 2.06(g)(2) hereof, which is required to be placed on all Global Notes issued under this Indenture.
Global Notes means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global
Notes deposited with or on behalf of and registered in the name of the Depositary or its nominee, substantially in the form of Exhibit A hereto and that bears the Global Note Legend and that has the Schedule of Exchanges of Interests in
the Global Note attached thereto, issued in accordance with Section 2.01, 2.06(b)(3), 2.06(b)(4), 2.06(d)(2) or 2.06(f) hereof.
Government Securities means direct obligations of, or obligations guaranteed by (including in each case certificates
representing an ownership interest in such obligations), the United States of America (including any agency or instrumentality thereof), and the full and timely payment for which the United States pledges its full faith and credit.
Guarantee means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary
course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by
virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).
Guarantor means each Subsidiary of the Company that executes a Note Guarantee in accordance with the provisions of
this Indenture, and their respective successors and assigns, in each case, until the Note Guarantee of such Person has been released in accordance with the provisions of this Indenture.
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 floor or 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.
Holder means a Person in whose name a Note is registered.