Consolidated Net Tangible Assets
means, as of any date of determination,
the total assets less (a) all current liabilities (excluding deferred net revenue) and (b) the value of all goodwill, trade names, trademarks, service marks, patents, unamortized debt discount and expense and other intangible assets, all
as shown on or reflected in our most recent consolidated balance sheet (including, without duplication, the notes related thereto) prepared in accordance with GAAP.
GAAP
means generally accepted accounting principles in the United States of America in effect from time to time.
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.
Hedging Obligations
means, with respect to any specified person, the obligations of such person under:
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(1)
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interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;
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(2)
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other agreements or arrangements designed to manage interest rates or interest rate risk; and
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(3)
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other agreements or arrangements designed to protect such person against fluctuations in currency exchange rates or commodity prices.
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indebtedness
means, with respect to any person, indebtedness of such person for borrowed money (including, without
limitation, indebtedness for borrowed money evidenced by notes, bonds, debentures or similar instruments but not including
Non-recourse
Obligations), if and to the extent any of the foregoing indebtedness
would appear as a liability upon an unconsolidated balance sheet of such person (but does not include contingent liabilities which appear only in a footnote to a balance sheet).
Lien
means any mortgage, lien, pledge, charge, or other security interest or encumbrance of any kind (including any
conditional sale or other title retention agreement and any lease in the nature thereof).
Non-recourse
Obligation
means indebtedness or other obligations substantially
related to (1) the acquisition of assets not previously owned by us or any direct or indirect subsidiaries of ours or (2) the financing of a project involving the development or expansion of our properties or properties of any direct or
indirect subsidiaries of ours, as to which the obligee with respect to such indebtedness or obligation has no recourse to us or any direct or indirect subsidiary of ours 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, joint venture, association, joint-stock company, trust,
unincorporated organization, government or any agency or political subdivision thereof or any other entity.
Property
means (i) any real property or any permanent improvement thereon owned by us or any of our restricted subsidiaries located in the United States, except such as our management determines in good faith (taking into account, among other things,
the importance of such property to the business, financial condition and earnings of us and our subsidiaries taken as a whole) not to be of material importance to the business of us and
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