Notwithstanding the restrictions contained above, we and our Restricted Subsidiaries may enter into a
Sale/Leaseback Transaction; provided that at the time of such transaction, after giving effect thereto, the aggregate amount of all Attributable Debt with respect to Sale/Leaseback Transactions existing at such time that could not have been entered
into pursuant to the above restrictions, together with the aggregate amount of all outstanding Indebtedness secured by Liens as permitted by the last paragraph under the section entitled Limitation on Liens above, does not at such time
exceed 5% of Consolidated Total Assets.
Attributable Debt means an amount equal to the lesser of (i) the fair market value of the
property (as determined by our Board of Directors) or (ii) the present value of the total net amount of payments to be made under the lease during its remaining term, discounted at the interest rate set forth or implicit in the terms of the
lease, compounded semi-annually.
Consolidated Total Assets means the total assets of the Company and its consolidated subsidiaries, as set
forth on our most recent consolidated balance sheet, as determined under GAAP.
GAAP means with respect to any computations required or
permitted hereunder, generally accepted accounting principles in effect in the United States as in effect from time to time; provided, however, if the Company is required by the SEC to adopt (or is permitted to adopt and so adopts) a different
accounting framework, including but not limited to the International Financial Reporting Standards, GAAP shall mean such new accounting framework as in effect from time to time, including, without limitation, in each case, those
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 approved by a significant segment of the accounting profession.
Indebtedness means any and all
obligations of a Person for money borrowed which, in accordance with GAAP, would be reflected on the balance sheet of such person as a liability on the date as of which Indebtedness is to be determined.
Net Revenue means, with respect to any Person for any period, the net revenue of such Person and its consolidated subsidiaries, determined on a
consolidated basis in accordance with GAAP for such period.
Person means any individual, corporation, partnership, limited liability company,
joint venture, association, joint-stock company, trust, unincorporated organization or government or political subdivision thereof.
Restricted
Subsidiary means any Subsidiary (i) the Total Assets of which exceed 10% of Consolidated Total Assets as of the end of the most recently completed fiscal year or (ii) the Net Revenue of which exceeds 10% of the Net Revenue of the
Company and its consolidated subsidiaries as of the end of the most recently completed fiscal year.
Subsidiary means, with respect to any
Person, any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of capital stock or other interests (including partnership interests) entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by (i) such Person, (ii) such Person and one or more Subsidiaries of such Person or
(iii) one or more Subsidiaries of such Person.
Total Assets means, at any date as to any Person, the total assets of such Person and its
consolidated subsidiaries at such date, determined on a consolidated basis in accordance with GAAP.
SEC Reports
The indenture provides that any documents or reports that we are required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act must be
filed by us with the Trustee within 30 days after the same are
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