IAI Global Note means a Global Note substantially in the form of Exhibit
A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that shall be issued in a denomination equal to the outstanding principal
amount of the Notes sold to Institutional Accredited Investors.
Incur means, with respect to any Indebtedness
of any Person or any Lien, to create, issue, incur (by conversion, exchange or otherwise), assume, guarantee or otherwise become liable in respect of such Indebtedness or Lien or the recording, as required pursuant to GAAP or otherwise, of any such
Indebtedness on the balance sheet of such Person (and Incurrence, Incurred, Incurrable and Incurring shall have meanings correlative to the foregoing).
Indebtedness means with respect to any Person, without duplication, whether contingent or otherwise,
(1) any obligations for money borrowed,
(2) any obligation evidenced by bonds, debentures, notes, or other similar instruments,
(3) Letter of Credit Obligations and obligations in respect of other similar instruments,
(4) any obligations to pay the deferred purchase price of property or services, including Capitalized Lease Obligations,
(5) the maximum fixed redemption or repurchase price of Disqualified Capital Stock,
(6) Indebtedness of other Persons of the types described in clauses (1) through (5) above, secured by a Lien on the
assets of such Person or its Restricted Subsidiaries, valued, in such cases where the recourse thereof is limited to such assets, at the lesser of the principal amount of such Indebtedness or the fair market value of the subject assets,
(7) Indebtedness of other Persons of the types described in clauses (1) through (5) above, guaranteed by such Person
or any of its Restricted Subsidiaries, and
(8) the net obligations of such Person under Hedging Obligations and Interest
provided that the amount of any Indebtedness at any date shall be calculated as the outstanding balance of all unconditional
obligations and the maximum liability supported by any contingent obligations at such date.
Notwithstanding the foregoing,
Indebtedness shall not be construed to include trade payables, deferred payments in respect of services by employees, credit on open account, accrued liabilities, provisional credit, daylight overdrafts or similar items. For purposes of
this definition, the maximum fixed redemption or repurchase price of any Disqualified Capital Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Capital Stock as if
such Disqualified Capital Stock were repurchased on the date on which Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value