Definition of NOA Indebtedness

NOA Indebtedness means any portion of Indebtedness or accounts payable incurred solely for the acquisition, construction or modification of the applicable NOA Asset which remain on the balance sheet of SCP as of the applicable NOA Transfer, provided, however, that no such Indebtedness or accounts payable shall include items and amounts, which are reflected in the Year-End Working Capital Statement and included in the calculation for the working capital adjustment pursuant to Section 4.1 or any Indebtedness already reflected in and deducted from the 2014 Dividend Base.
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