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<br />200806452 <br /> <br />"Hazardous Materials Activity" shall mean any past, current, proposed or threatened <br />activity, event or occurrence involving any Hazardous Materials, including the use, manufacture, <br />possession, storage, holding, presence, existence, location, release, threatened release, discharge, <br />placement, generation, transportation, processing, construction, treatment, abatement, removal, <br />remediation, disposal, disposition or handling of any Hazardous Materials, and any corrective <br />action or response action with respect to any of the foregoing. <br /> <br />"Hedging Obligation" shall mean the net obligations of the Company under: <br /> <br />(1) interest rate swap agreements (whether from fixed to floating or from <br />floating to fixed), interest rate cap agreements and interest rate collar agreements; <br /> <br />(2) other agreements or arrangements designed to manage interest rate risk, <br /> <br />and <br /> <br />(3) other agreements or arrangements designed to protect the Company <br />against fluctuations in currency exchange rates or fluctuations in the prices of <br />commodities which are inputs to or products of the Facility. <br /> <br />"Indebtedness" shall mean, with respect to any specified Person, any indebtedness of <br />such Person (excluding accrued expenses or trade payables), whether or not contingent (without <br />duplication): <br /> <br />(a) in respect of borrowed money; <br /> <br />(b) evidenced by bonds, debentures or similar instruments or letters of credit <br />or reimbursement agreements in respect thereof or guarantees thereof; <br /> <br />(c) in respect of banker's acceptances; <br /> <br />(d) representing Capital Lease Obligations or Attributable Debt in respect of <br />sale and leaseback transactions; <br /> <br />(e) representing the balance deferred and unpaid of the purchase price of any <br />property or services due more than six months after such property is acquired or such <br />services are completed; or <br /> <br />(f) representing or entered into in connection with any Hedging Obligations, <br /> <br />if and to the extent any of the preceding items (other than guarantees, letters of credit, <br />Attributable Debt and Hedging Obligations) would appear as a liability upon a balance sheet of <br />the specified Person prepared in accordance with GAAP. In addition, the term "Indebtedness" <br />includes all Indebtedness of others secured by a Lien on any asset of the specified Person <br />(whether or not such Indebtedness is assumed by the specified Person) and, to the extent not <br />otherwise included, the guarantee by the specified Person of any Indebtedness of any other <br />Person. <br /> <br />4834-8191 -0786.7 <br /> <br />10 <br />