Corporate Trust Office of the Trustee will be at the address of the Trustee specified in Section 12.02 hereof or such other address as to which the Trustee may give notice to the Issuer.
Credit Agreement means the Third Amended, Restated and Consolidated Credit Agreement, dated as of October 6, 2021, among the Issuer, as borrower, KeyBank National Association, as administrative agent, JP Morgan Chase Bank, N.A., RBC Capital Markets, LLC, Citibank, N.A., Bank of America, N.A. and Barclays Bank PLC, as co-syndication agents, KeyBanc Capital Markets, LLC, JP Morgan Chase Bank, N.A., RBC Capital Markets Corporation, BofA Securities, Inc., Barclays Bank PLC, Citigroup Global Markets Inc. and Bank of the West, as joint book runners and joint lead arrangers, Citizens Bank, National Association and Truist Bank, as documentation agents, and the lenders party thereto.
Custodian means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.
Debt of the Issuer or any of its Restricted Subsidiaries means, without duplication, any indebtedness of the Issuer or any Restricted Subsidiary, whether or not contingent, in respect of:
(1) borrowed money or evidenced by bonds, notes, debentures or similar instruments;
(2) indebtedness for borrowed money secured by any encumbrance existing on property owned by the Issuer or its Restricted Subsidiaries, to the extent of the lesser of (x) the amount of indebtedness so secured or (y) the Fair Market Value of the property subject to such encumbrance;
(3) the reimbursement obligations in connection with any letters of credit actually drawn or amounts representing the balance deferred and unpaid of the purchase price of any property or services, except any such balance that constitutes an accrued expense, trade payable, conditional sale obligations or obligations under any title retention agreement;
(4) the principal amount of all obligations of the Issuer and its Restricted Subsidiaries with respect to redemption, repayment or other repurchase of any Disqualified Stock; and
(5) any lease of property by the Issuer or any of its Restricted Subsidiaries as lessee which is reflected on the Issuers or such Restricted Subsidiaries consolidated balance sheet as a Capitalized Lease Obligation,
to the extent, in the case of items of indebtedness under clauses (1) through (5) above, that any such items would appear as a liability on the Issuers or such Restricted Subsidiaries consolidated balance sheet in accordance with GAAP.
Debt also includes, to the extent not otherwise included, any obligation by the Issuer and its Restricted Subsidiaries to be liable for, or to pay, as obligor, guarantor or otherwise (other than for purposes of collection in the ordinary course of business), Debt of another Person (other than the Issuer or any of its Restricted Subsidiaries); it being understood that Debt shall be deemed to be incurred by the Issuer or any of its Restricted Subsidiaries whenever the Issuer or such Restricted Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof; provided, however, that a Person shall not be deemed to have incurred Debt (or be liable with respect to such Debt) by virtue of Standard Securitization Undertakings.
Debt shall not include (a) Debt arising from agreements of the Issuer or any Restricted Subsidiary providing for indemnification, adjustment or holdback of purchase price or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Subsidiary, other than guarantees of Debt incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition or (b) contingent obligations under performance bonds, performance guarantees, surety bonds, appeal bonds or similar obligations incurred in the ordinary course of business and consistent with past practices. In the case of Debt as of any date issued with original issue discount, the amount of such Debt shall be the accreted value thereof as of such date.