100% Uses in Defined Terms Clause

Defined Terms from Incremental Commitment Agreement

THIS AMENDED AND RESTATED CREDIT AGREEMENT, amended and restated as of March 11, 2014 and, amended by that certain First Amendment Agreement as of March 9, 2016 and amended by that certain Second Amendment Agreement as of May 31, 2017 (as amended, supplemented, restated or otherwise modified from time to time, this Agreement), is by and among, KAR Auction Services, Inc., a Delaware corporation (the Borrower), the several banks and other financial institutions or entities from time to time parties to this Agreement (the Lenders) and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the Administrative Agent).

Defined Terms. As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1. Addendum: an instrument, substantially in the form of Exhibit H or otherwise satisfactory to the Administrative Agent, by which a Person becomes a party to this Agreement as a Lender. Additional Lender: as defined in Section 4.17(b). Additional Term Lender: as defined in the Amendment and Restatement Agreement. Additional Term Loans: as defined in the Amendment and Restatement Agreement. Adjustment Date: as defined in the definition of Applicable Margin. Administrative Agent: as defined in the preamble to this Agreement. AFC - Canada: Automotive Finance Canada, an Ontario corporation. AFC - US: Automotive Finance Corporation, an Indiana corporation. Affiliate: as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, control of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise. Affiliated Lender Assignment and Assumption: an Affiliated Lender Assignment and Assumption, substantially in the form of Exhibit E-2. Affiliated Lenders: the Borrower, its Subsidiaries, and their respective Affiliates. Agents: the collective reference to the Administrative Agent and, solely for purposes of Section 10, the Issuing Lenders. Aggregate Exposure: with respect to any Lender at any time, an amount equal to (a) until the Restatement Effective Date, the aggregate amount of such Lenders Commitments at such time, (b) thereafter, the sum of (i) the aggregate then unpaid principal amount of such Lenders Term Loans and (ii) the amount of such Lenders Revolving Commitment then in effect or, if the Revolving Commitments have been terminated, the amount of such Lenders Revolving Extensions of Credit then outstanding. Aggregate Exposure Percentage: with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lenders Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time. Agreement: as defined in the preamble to this Agreement. Amended and Restated Guarantee and Collateral Agreement: as defined in the Amendment and Restatement Agreementthat certain Amended and Restated Guarantee and Collateral Agreement, dated as of March 11, 2014. Amended and Restated Guaranty Agreement: that certain Amended and Restated Guaranty Agreement, dated as of March 9, 2016, made by the Borrower in favor of the Administrative Agent for the Qualified Parties. Amendment and Restatement Agreement: that certain Amendment and Restatement Agreement, dated as of the Restatement Effective Date, among the Borrower, the Lenders party thereto and the Administrative Agent. Anti-Corruption Laws: all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Affiliated Persons from time to time concerning or relating to bribery or corruption. Applicable Margin: for any day (a) (i) with respect to Base Rate Term Loans hereunder, the applicable rate per annum set forth for Base Rate Term Loans in clause (b) or (c) of the definition of Pricing Grid as applicable and (ii) with respect to Eurodollar Rate Term Loans hereunder, the applicable rate per annum set forth for Eurodollar Rate Term Loans in clause (b) or (c) of the definition of Pricing Grid, as applicable and (b) (i) with respect to Base Rate Revolving Loans and Swingline Loans hereunder, the applicable rate per annum set forth under the heading Applicable Margin for Base Rate Revolving Loans and Swingline Loans on the applicable Pricing Grid which corresponds to the Consolidated Senior Secured Leverage Ratio as of the relevant date of determination and (ii) with respect to Eurodollar Rate Revolving Loans hereunder, the applicable rate per annum set forth under the heading Applicable Margin for Eurodollar Rate Revolving Loans on the applicable Pricing Grid which corresponds to the Consolidated Senior Secured Leverage Ratio as of the relevant date of determination. Each change in the Applicable Margin resulting from a change in the Consolidated Senior Secured Leverage Ratio shall be effective with respect to all Revolving Loans and Swingline Loans outstanding on and after the date of delivery to the Administrative Agent of the financial statements and certificates required by Sections 7.1(a) or (b) and Section 7.2(a), respectively, indicating such change until the date immediately preceding the next date of delivery of such financial statements and certificates indicating another such change. Notwithstanding the foregoing, until the Borrower shall have delivered the financial statements and certificates required by S

Defined Terms from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of May 9, 2017, is made by and among Surgery Partners, Inc., a Delaware corporation (Purchaser), SP Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary (as defined herein) of Purchaser (Merger Sub), NSH Holdco, Inc., a Delaware corporation (the Company), and IPC / NSH, L.P., a Delaware limited partnership, solely in its capacity as the Sellers Representative (as defined herein).

Defined Terms. The following terms shall have the following meanings in this Agreement: Accounting Policies means GAAP, applied on a consistent basis with the Latest Balance Sheet and using consistent estimation methodologies and judgments and with consistent classifications as used in the Latest Balance Sheet and related statement of income; provided, however, that to the extent there is a conflict between the accounting principles, methods and practices used in preparing the Latest Balance Sheet and related statement of income and GAAP, GAAP shall prevail. For the avoidance of doubt, calculations made in accordance with the Accounting Policies shall be based exclusively on the facts and circumstances as they exist as of the Adjustment Time and excluding (i) the effects of any event, act, change in circumstances or similar development arising or occurring thereafter (including on the Closing Date) and any action of the Company Group or any of its Affiliates after Closing, (ii) any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement or (iii) any adjustment made after the Closing to conform with the accounting principles, methods, practices, estimation methodologies and judgments used by Purchaser and its Subsidiaries. Adjusted Closing Date Merger Consideration means the Closing Date Merger Consideration, minus the Adjustment Escrow Amount, minus the Indemnity Escrow Amount, minus the Sequoia Matter Escrow Amount, minus the Sellers Representative Expense Amount. Adjustment Amount means the net amount (which may be positive or negative) of all increases or decreases to the Closing Date Merger Consideration pursuant to Section 2.12(c). Adjustment Amount Per Share means, if the Adjustment Amount is positive, an amount, not less than zero, equal to (a) the Adjustment Amount divided by (b) the Fully-Diluted Shares. For the avoidance of doubt, if the Adjustment Amount is negative, then the Adjustment Amount Per Share will equal zero. Adjustment Escrow Account means the escrow account established pursuant to the Escrow Agreement for purposes of holding the Adjustment Escrow Fund. Adjustment Escrow Amount means an amount equal to $2,000,000. Adjustment Escrow Fund means the Adjustment Escrow Amount deposited with the Escrow Agent, as such amount may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon. Adjustment Time means the close of business on the Business Day immediately prior to the Closing Date. Affiliate means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, another Person. For purposes of this definition, the terms control, controlling, controlled by and under common control with, as used with respect to any Person, mean the possession, directly or indirectly, of the power to direct the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. For the avoidance of doubt, for purposes of this Agreement, neither NSH Wyoming nor Casper shall be deemed to be an Affiliate of any member of the Company Group. Aggregate Option Exercise Amount means an amount equal to the aggregate exercise price of all In-the-Money Options outstanding immediately prior to the Effective Time. Amended Charter means the Second Amended and Restated Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on July 1, 2014, as may be further amended, supplemented or restated from time to time. Applicable Law means, with respect to any Person, any federal, state, local or foreign common or statutory law, code, ordinance, rule, regulation, order or other requirement or rule of law, including any Healthcare Law, that is binding upon such Person. Aspen means Aspen Surgery Center, LLC. Aspen Divestiture Amount shall mean (a) the product of (i) the percentage ownership of Aspen represented by the Equity Securities of Aspen required to be divested by the Company and its Subsidiaries, and (ii) $11,193,525, minus (b) any cash proceeds actually received by Purchaser and its Subsidiaries in respect of such divestiture (net of Taxes actually imposed with respect to such disposition in the taxable year of such disposition, computed on a with and without basis). Base Merger Consideration means (i) $760,000,000 and (ii) the Wyoming Stock received by the Securityholders pursuant to the Interim Restructuring. Business Day means any day other than (a) a Saturday, Sunday or federal holiday or (b) a day on which commercial banks in New York, New York are authorized or required to be closed. Cash and Cash Equivalents means, as of any date at any time, without duplication, the sum of (a) the aggregate amount of all cash and cash equivalents (including marketable securities, short-te

Defined Terms from Restated Limited Liability Company Agreement

FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HERITAGE FIELDS LLC (as amended and/or restated from time to time in accordance with the terms hereof, this Agreement) dated as of April 21, 2017 (the Effective Date), by and among FIVE POINT HERITAGE FIELDS, LLC, a Delaware limited liability company (Five Point), HERITAGE FIELDS CAPITAL CO-INVESTOR MEMBER LLC, a Delaware limited liability company (Co-Investor), MSD HERITAGE FIELDS, LLC, a Delaware limited liability company (MSD), LENFIVE, LLC, a Delaware limited liability company (Lennar), LNR HF II, LLC, a California limited liability company (LNR), and FPC-HF VENTURE I, LLC, a Delaware limited liability company (FPC-HF). Capitalized terms herein have the respective meanings set forth in Section 1.1.

Defined Terms. The capitalized terms used in this Agreement shall have the respective meanings specified in this Article I. 100% Approval is defined in Section 10.2. Accountants means any firm of certified public accountants as may be selected by the Members. Act means Delaware Limited Liability Company Act as enacted in the State of Delaware, as from time to time amended. Additional Capital Contributions means all contributions, other than Initial Capital Contributions, made to the capital of the Company by the Members pursuant to Section 7.2, Section 7.3 and Section 7.4 of this Agreement, including 100% of any Deficiency Capital Contribution. Adjacent Property means any real property located within one quarter (1/4) of a mile of the boundary of the Property. Adjusted Capital Account Deficit means, with respect to any Member for any taxable year or other period, the deficit balance, if any, in such Partners Capital Account as of the end of such year or other period, after giving effect to the following adjustments:

Defined Terms from Third Amended and Restated Credit Agreement

This THIRD AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of [____________], among ACCO BRANDS CORPORATION, a Delaware corporation ("Holdings"), each Domestic Subsidiary of Holdings that becomes a party hereto pursuant to Section 1.09 by execution of a joinder hereto and is designated therein as a "U.S. Borrower" (together with Holdings, collectively, the "U.S. Borrowers"), ACCO Brands Australia Holding Pty. (the "Australian Borrower"), each Foreign Subsidiary of Holdings that becomes a party hereto pursuant to Section 1.09 by execution of a joinder hereto and is designated therein as a "Foreign Borrower" (together with the Australian Borrower, collectively, the "Foreign Borrowers"; and the Foreign Borrowers together with the U.S. Borrowers, the "Borrowers"), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), and BANK OF AMERICA, N.A., as administrative agent (capitalized terms used but not defined in this preamble having th

Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

Defined Terms from Loan Agreement

THIS LOAN AGREEMENT, dated as of August 29, 2016 (this "Agreement"), is by and among GALAXY GAMING, INC., a Nevada corporation (the "Borrower"), the Guarantors from time to time party hereto, the lenders from time to time party hereto (each, a "Lender" and, collectively, the "Lenders") and BREAKAWAY CAPITAL MANAGEMENT, LLC, a Delaware limited liability company ("Breakaway"), as administrative agent for the Lenders and as collateral agent for the Lenders (in each such capacity, together with its successors and assigns in such capacity, the "Administrative Agent").

Defined Terms. As used herein, the following terms shall have the meanings specified in this Section 1.01 unless the context otherwise requires: "Adjusted EBITDA" means, for any Test Period, an amount determined for the Companies on a consolidated basis equal to, without duplication, (a) the consolidated net income (or deficit) of the Companies determined in accordance with GAAP; provided, that there shall be excluded (i) the income (or loss) of any Person in which any Person (other than a Company) has a joint interest, except to the extent of the amount of dividends or other distributions actually paid in cash to a Credit Party during such specified period and (ii) the income of any Subsidiary of the Borrower to the extent that the declaration or payment of dividends or other distributions by such Subsidiary is not at the time permitted by the terms of any contractual obligation or Applicable Law, plus (b) to the extent reducing Consolidated Net Income, the sum of (i) the interest expense of the Companies, (ii) provisions for Taxes based on income, (iii) total depreciation expense, (iv) total amortization expense, (v) New Growth Initiative Payroll Expenses, (vi) research and development costs in excess of $500,000 per year, calculated in accordance with GAAP, (vii) non-cash compensation expenses (including deferred non-cash compensation expenses), or other non-cash expenses or charges, arising from the sale or issuance of Capital Stock, the granting of stock options, and the granting of stock appreciation rights and similar arrangements (including any repricing, amendment, modification, substitution, or change of any such Capital Stock, stock option, stock appreciation rights, or similar arrangements) minus the amount of any such expenses or charges when paid in cash to the extent not deducted in the computation of net income (or loss), (viii) other non-cash charges, expenses or losses and (ix) extraordinary non-recurring charges, expenses or losses minus (c) to the extent increasing Consolidated Net Income, (i) non-cash gains and (ii) extraordinary non-recurring gains. "Affiliate" means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. "Applicable Laws" means, as to any Person, any law (including common law), statute, regulation, ordinance, rule, order, policy, decree, judgment, consent decree, writ, injunction, settlement agreement or governmental requirement enacted, promulgated or imposed or entered into or agreed by any Governmental Authority or determination of an arbitrator, in each case applicable to or binding on such Person or any of its property, products, business or operations or the consummation of the Transactions. "Applicable Premium" means in connection with any prepayment or repayment of all or any portion of the Outstanding Amount of the Term Loans, (i) after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, four percent (4%) of the Outstanding Amount of the Term Loans being, or required to be, prepaid or repaid; (ii) after the second anniversary of the Closing Date but on or prior to the third anniversary of the Closing Date, two percent (2%) of the Outstanding Amount of the Term Loans being, or required to be, prepaid or repaid; (iii) after the third anniversary of the Closing Date but on or prior to the fourth anniversary of the Closing Date, one percent (1%) of the Outstanding Amount of the Term Loans being, or required to be, prepaid or repaid; and (iv) after the fourth anniversary of the Closing Date but on or prior to the Closing Date, zero percent (0%) of the Outstanding Amount of the Term Loans being, or required to be, prepaid or repaid. "Applicable Rate" means fourteen percent (14%) per annum; provided, that solely after the first anniversary of the Closing Date, if the Unadjusted Total Leverage Ratio determined as of the last day of any fiscal quarter is less than 2.50:1.00, the "Applicable Rate" solely for the following fiscal quarter will be reduced to twelve and a half percent (12.5%) per annum. "Bankruptcy Code" means title 11 of the United States Code, as in effect from time to time. "Board of Directors" means, as to any Person, the board of directors (or comparable managers) of such Person, or any committee thereof duly authorized to act on behalf of the board of directors (or comparable managers). "California Gaming Authorities" means the California Gambling Control Commission, the California Bureau of Gambling Control and all other applicable state, county, city and municipal authorities within the State of California possessing regulatory, licensing or permit authority over the ownership or operation of gaming activities or the manufacture, sale or distribution of gaming products, gaming devices, associated equipment or other gaming equipment in the State of California (or any such county

Defined Terms from Second Lien Credit Agreement

This SECOND LIEN CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this Agreement) is entered into as of January 31, 2014, among J.A. Cosmetics Holdings, Inc., a Delaware corporation (Holdings), as the initial borrower (the Initial Borrower; each of the Initial Borrower, and each Domestic Subsidiary of Initial Borrower who hereafter becomes a Borrower hereunder pursuant to a Joinder Agreement, may be referred to individually, as a Borrower and collectively herein, as Borrowers), the other Persons party hereto that are designated as a Loan Party, EACH LENDER FROM TIME TO TIME PARTY HERETO (collectively, the Lenders and individually, a Lender), and U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent.

Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: Acceptable Discount has the meaning specified in Section 2.19(c). Acceptance Date has the meaning specified in Section 2.19(b). Acquired EBITDA means, with respect to any Acquired Entity or Business for any period, the amount for such period of Adjusted Consolidated EBITDA of such Acquired Entity or Business, as determined on a consolidated basis for such Acquired Entity or Business. Acquired Entity or Business has the meaning specified in the definition of the term Adjusted Consolidated EBITDA in the Compliance Certificate. Acquisition means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in the acquisition of (a) a majority equity or other ownership interest in another Person (including the purchase of an option, warrant or convertible or similar type security to acquire such a majority interest at the time it becomes exercisable by the holder thereof) or (b) assets of another Person which constitute all or substantially all of the assets of such Person or of a line or lines of business or division conducted by such Person. Adjusted Consolidated EBITDA has the meaning specified in the Compliance Certificate. Administrative Questionnaire means an Administrative Questionnaire in a form supplied by Collateral Agent. Affiliate means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. Agent Parties has the meaning specified in Section 10.02(c). Agreement has the meaning specified in the introductory paragraph hereto. Applicable Discount has the meaning specified in Section 2.19(c). Applicable Indebtedness has the meaning specified in the definition of Weighted Average Life to Maturity. Applicable Margin means (a) in the case of a Eurodollar Rate Loan, 10.00% per annum and (b) if Section 3.02 or 3.03 applies, in the case of a Base Rate Loan, 9.00% per annum. Applicable Percentage means in respect of the Term Loan Facility, with respect to any Term Lender at any time, the percentage (carried out to the ninth decimal place) of the Term Loan Facility represented by (i) on or prior to the Closing Date, such Term Lenders Term Loan Commitment at such time and (ii) thereafter, the Outstanding Amount of such Term Lenders Term Loans at such time. The initial Applicable Percentage of each Lender with respect to the Term Loan Facility is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable. Approved Fund means, with respect to any Lender, any Fund that is administered, advised or managed by (a) such Lender, (b) an Affiliate of such Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages such Lender. Assignee Group means two or more assignees of Loans or Commitments that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor. Assignment and Assumption means an assignment and assumption agreement entered into by a Lender and an assignee of Loans or Commitments (with the consent of any party whose consent is required by Section 10.06(b)) (or the Sponsor or its Affiliates in the case of an assignment pursuant to Section 10.06(g)), and accepted by Collateral Agent, in substantially the form of Exhibit F or any other form reasonably approved by Collateral Agent. Attributable Indebtedness means, on any date, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP and (b) in respect of any synthetic lease or other similar financing lease, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease. Audited Financial Statements means the audited consolidated balance sheet of the Target and its Subsidiaries for the Fiscal Year ended December 31, 2013, and the related consolidated statements of income or operations and cash flows for such Fiscal Year, including the notes thereto. Auditor has the meaning specified in Section 6.01(a). Available Amount means, on any date of determination, the sum (but not less than zero for any applicable fiscal year) of (without duplication) (a) an amount equal to the portion of Excess Cash Flow (50%, 75% or 100%, as applicable) for each Fiscal Year ending after the Closing Date for which an Excess Cash Flow Certificate has been delivered, commencing with the Fiscal Year ending December 31, 2014 (calculated for the period commencing on the Closing Date and ending on December 31, 2014), and prior to such date of determination that wa

Defined Terms from Joinder Agreement

This CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this Agreement) is entered into as of January 31, 2014, among J.A. Cosmetics Holdings, Inc., a Delaware corporation (Holdings), as the initial borrower (the Initial Borrower; each of the Initial Borrower, and each Domestic Subsidiary of Initial Borrower who hereafter becomes a Borrower hereunder pursuant to a Joinder Agreement, may be referred to individually, as a Borrower and collectively herein, as Borrowers), the other Persons party hereto that are designated as a Loan Party, EACH LENDER FROM TIME TO TIME PARTY HERETO (collectively, the Lenders and individually, a Lender), and BANK OF MONTREAL, a Canadian chartered bank acting through its Chicago branch as Administrative Agent, Swing Line Lender, and an L/C Issuer.

Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: Acquired EBITDA means, with respect to any Acquired Entity or Business for any period, the amount for such period of Adjusted Consolidated EBITDA of such Acquired Entity or Business, as determined on a consolidated basis for such Acquired Entity or Business. Acquired Entity or Business has the meaning specified in the definition of the term Adjusted Consolidated EBITDA in the Compliance Certificate. Acquisition means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in the acquisition of (a) a majority equity or other ownership interest in another Person (including the purchase of an option, warrant or convertible or similar type security to acquire such a majority interest at the time it becomes exercisable by the holder thereof), or (b) assets of another Person which constitute all or substantially all of the assets of such Person or of a line or lines of business or division conducted by such Person. Additional Lender has the meaning specified in Section 2.18(c). Adjusted Consolidated EBITDA has the meaning specified in the Compliance Certificate. Administrative Agent means BMO, in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent. Administrative Agents Office means Administrative Agents address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as Administrative Agent may from time to time notify Borrower Agent and the Lenders. Administrative Questionnaire means an Administrative Questionnaire in a form supplied by Administrative Agent. Affiliate means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. Affiliated Lender has the meaning specified in Section 10.06(a). Agent Parties has the meaning specified in Section 10.02(c). Aggregate Revolving Credit Commitments means, as at any date of determination thereof, the sum of all Revolving Credit Commitments of all Lenders at such date. Agreement has the meaning specified in the introductory paragraph hereto. All-In Yield means, as to any Indebtedness, the yield thereon, whether in the form of interest rate, margin, original issue discount (OID), up-front fees or a Eurodollar Base Rate or Base Rate floor greater than the applicable Existing Floor, in each case, incurred or payable by the Borrowers generally to the lenders of such Indebtedness; provided that OID and up-front fees (which shall be deemed to constitute like amounts of OID) shall be equated to interest rate adjustments, assuming a 4-year life to maturity (or, if less, the stated life to maturity of the applicable Indebtedness at the time of its incurrence); and provided, further, that All-In Yield shall not include customary arrangement, structuring, underwriting fees or similar fees paid to BMO, Arranger or their respective Affiliates or one or more arrangers, underwriters or their respective Affiliates of such Indebtedness and not shared by all lenders providing such Indebtedness. Applicable Indebtedness has the meaning specified in the definition of Weighted Average Life to Maturity. Applicable Margin means (a) in the case of a Base Rate Loan, 4.00% per annum, and (b) in the case of a Eurodollar Rate Loan, 5.00% per annum. Applicable Percentage means (a) in respect of the Revolving Credit Facility, with respect to any Revolving Lender at any time, the percentage (carried out to the ninth decimal place) of the Revolving Credit Facility, represented by the amount of the Revolving Credit Commitment of such Revolving Lender at such time; provided that if the Aggregate Revolving Credit Commitments have been terminated at such time, then the Applicable Percentage of each Revolving Lender shall be the Applicable Percentage of such Revolving Lender immediately prior to such termination and after giving effect to any subsequent assignments, and (b) in respect of the Term Loan Facility, with respect to any Term Lender at any time, the percentage (carried out to the ninth decimal place) of the Term Loan Facility represented by (i) on or prior to the Closing Date, such Term Lenders Term Loan Commitment at such time and (ii) thereafter, the Outstanding Amount of such Term Lenders Term Loans at such time. The initial Applicable Percentage of each Lender with respect to each Facility is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable. Approved Fund means, with respect to any Lender, any Fund that is administered, advised or managed by (a) such Lender, (b) an Affiliate of such Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages such Lender. Arranger means BMO, acting un

Defined Terms from Second Amended and Restated Credit Agreement

SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 12, 2016 (this Agreement), among CLAIRES INC. (formerly known as Bauble Holdings Corp.), a Delaware corporation (Holdings), CLAIRES STORES, INC., a Florida corporation (Borrower), the LENDERS party hereto from time to time, and CREDIT SUISSE AG, as administrative agent (in such capacity, the Administrative Agent) for the Lenders.

Defined Terms. As used in this Agreement (including the recitals hereto), the following terms shall have the meanings specified below: Table of Contents ABL Available Credit shall have the meaning ascribed to the term Available Credit in the ABL Credit Agreement. ABL Credit Agreement shall mean that certain ABL Credit Agreement dated as of August 12, 2016 (as amended and in effect from time to time) among Holdings, the Borrower, certain lenders party thereto and Credit Suisse AG, as administrative agent for such lenders. ABL Facility shall mean the $75,000,000 credit facility under the ABL Credit Agreement. ABL Facility Borrowing shall have the meaning ascribed to such term in the ABL Credit Agreement. ABL Facility Commitment shall have the meaning ascribed to such term in the ABL Credit Agreement. ABL Facility Credit Exposure shall have the meaning ascribed to such term in the ABL Credit Agreement. ABL Intercreditor Agreement shall mean that certain Intercreditor Agreement in substantially the form of Exhibit G to the ABL Credit Agreement. ABL L/C Rebalancing Amount shall have the meaning ascribed to such term in the ABL Credit Agreement. ABL Letters of Credit shall mean letters of credit outstanding under the ABL Facility. ABL Rebalancing Borrowing shall mean a borrowing of Revolving Facility Loans the proceeds of which are required to make a mandatory prepayment under Section 2.11(b) of the ABL Credit Agreement. ABL Revolving L/C Rebalancing shall have the meaning ascribed to such term in the ABL Credit Agreement. ABR shall mean, for any day, a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1.00%, (b) the rate of interest in effect for such day as designated from time to time by the Administrative Agent as its prime rate at its principal office in New York, New York, (c) the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1.00%, and (d) zero; provided that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the rate determined on such day at approximately 11 a.m. (London time) by reference to the ICE Benchmark Administration Limited Interest Settlement Rates for deposits in Dollars (as set forth by any service selected by the Administrative Agent that has been nominated by the British Bankers Association as an authorized vendor for the purpose of displaying such rates). Any change in such rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, as the case may be. Table of Contents ABR Borrowing shall mean a Borrowing comprised of ABR Loans. ABR Loan shall mean any ABR Revolving Loan. ABR Revolving Facility Borrowing shall mean a Borrowing comprised of ABR Revolving Loans. ABR Revolving Loan shall mean any Revolving Facility Loan bearing interest at a rate determined by reference to the ABR in accordance with the provisions of Article II. Additional Mortgage shall have the meaning assigned to such term in Section 5.10(c). Additional Obligations shall have the meaning assigned to such term in the First Lien Intercreditor Agreement. Adjusted LIBO Rate shall mean, with respect to any Eurocurrency Borrowing for any Interest Period, an interest rate per annum equal to (a) the LIBO Rate in effect for such Interest Period divided by (b) one minus the Statutory Reserves applicable to such Eurocurrency Borrowing, if any. Administrative Agent shall have the meaning assigned to such term in the introductory paragraph of this Agreement. Administrative Agent Fees shall have the meaning assigned to such term in Section 2.12(c). Administrative Questionnaire shall mean an Administrative Questionnaire in a form supplied by the Administrative Agent. Affiliate shall mean, when used with respect to a specified person, another person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the person specified. Agents shall mean the Administrative Agent and the Collateral Agent. Agreement shall have the meaning assigned to such term in the introductory paragraph of this Agreement. Alternate Currency shall mean, with respect to any Letter of Credit, Pounds Sterling, Canadian Dollars, Euros or Swiss Franc or any other currency other than Dollars as may be acceptable to the Administrative Agent and the Issuing Bank with respect thereto in their sole discretion. Table of Contents Alternate Currency Letter of Credit shall mean any Letter of Credit denominated in an Alternate Currency. Amendment No. 3 shall mean that certain Amendment No. 3 to the First Amended and Restated Credit Agreement dated as of August 12, 2016, by and among Holdings, the Borrower, the Lenders and the Administrative Agent. Amendment No. 3 Effectiv

Defined Terms from Credit and Security Agreement

THIS AMENDED AND RESTATED BRIDGE LOAN WAREHOUSING CREDIT AND SECURITY AGREEMENT (as further defined in Section 12.1, this Agreement), dated as of August 8, 2016, is entered into by and between ACRC Lender B LLC, a Delaware limited liability company (Borrower), and BANK OF AMERICA, N.A., a national banking association (in its non-agency capacity, BofA), in its capacity as a lender hereunder and any other lending institutions which may become parties to this Agreement as lenders in accordance with Section 10.14 (each, including BofA in such capacity, individually a Lender and, collectively, the Lenders), and BANK OF AMERICA, N.A., as administrative agent for the Lenders (in such capacity, Administrative Agent).

Defined Terms. In addition to terms which are defined elsewhere in this Agreement, capitalized terms defined below have the following meanings when used in this Agreement and, unless also or otherwise defined therein, in any other Loan Document (and including, unless also or otherwise defined therein, in Schedules or Exhibits hereto or thereto): ACRC Lender LLC means ACRC Lender LLC, a Delaware limited liability company. ACRC Warehouse Holdings LLC means ACRC Warehouse Holdings LLC, a Delaware limited liability company. Act has the meaning set forth in Section 11.14. Administrative Agent has the meaning set forth in the first paragraph of this Agreement. Administrative Questionnaire means an Administrative Questionnaire in a form supplied by the Administrative Agent. Advance Date means the date on which any Warehousing Advance is made. Advance Rate means, with respect to any Eligible Loan, the Advance Rate set forth in Exhibit E for that type of Eligible Loan. Affiliate means, when used with reference to any Person, each other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with, the Person referred to. Agency Lines means any mortgage warehousing or mortgage repurchase facilities, entered into by any Person in Guarantors Consolidated Group in connection with such Persons placing Mortgage Loans under a Fannie Mae, Freddie Mac or FHA program in the ordinary course of such Persons business, from an institutional lender or institutional repurchasing agreement counterparty, requiring committed take-outs within ninety (90) days from an original advance against, or purchase of, a particular Mortgage Loan, from qualified investors including, without limitation, Fannie Mae, Freddie Mac or Ginnie Mae. Agreement means this Amended and Restated Bridge Loan Warehousing Credit and Security Agreement, either as originally executed or as it may be amended, restated, modified or supplemented from time to time, and includes all Exhibits and Schedules hereto. ALTA Form means, at any time, the applicable form of title insurance policy (American Land Title Association or otherwise) required at such time pursuant to the Targeted Permanent Loan Program for such Eligible Loan, including all endorsements and supplements thereto as required under such Targeted Permanent Loan Program. Alternative Base Rate means, for any applicable day, a fluctuating rate per annum (rounded to the nearest 1/100 of 1%) equal to the greater of (a) the Prime Rate in effect on such day, and (b) the Federal Funds Rate in effect on such day plus 0.50%. Alternative Base Rate Loans means Warehousing Advances bearing interest at the Effective Alternative Base Rate if so required pursuant to applicable provisions of this Agreement. Amendment No. 1 to Original Credit Agreement means that certain Amendment No. 1 to Bridge Loan Warehousing Credit and Security Agreement, dated as of October 14, 2015, among the Borrower, the Lenders and the Administrative Agent. Amortization Payment means any scheduled payment of principal required to be made by the obligor under a Mortgage Loan pursuant to the applicable terms and conditions thereof. Applicable Expected Permanent Loan Amount means, as of any date of determination, as to any Mortgaged Property securing a Pledged Loan, the principal amount which the Borrower reasonably expects to fund, based on its or the Servicers underwriting and ongoing evaluation and analysis, for the permanent Mortgage Loan under the Targeted Permanent Loan Program for such Mortgaged Property. Applicable Margin means, with respect to LIBOR Loans and Alternative Base Rate Loans, 225 basis points per annum. Applicable Rate means, for any day, the rate of interest per annum applicable to the outstanding Warehousing Advances on such date in accordance with the applicable provisions of this Agreement. Approval Request has the meaning set forth in Section 2.1(a). Approved Fund means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender; provided, however, during such time as there is outstanding no Event of Default, no Fund administered or managed by a Competitor shall be an Approved Fund. Assignee has the meaning set forth in Section 10.14(a)(l). Assignment and Assumption means an assignment and assumption entered into by a Lender and an Assignee, in substantially the form of Exhibit J. Audited Statement Date means, as applicable, the date of Guarantors most recent audited financial statements delivered to Administrative Agent. Authorized Representatives has the meaning set forth in Section 3.10. BofA has the meaning set forth in the first paragraph of this Agreement. Borrower has the meaning set forth in the first paragraph of this Agreement. Borrowing Expiration Date means May 25, 2017, on which date the Commitments will automatically and without notice expire; provided,

Defined Terms from Collateral Agent

SECURED CREDIT AGREEMENT dated as of August 5, 2016 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), among XL GROUP LTD, an exempted company incorporated in Bermuda with limited liability ("XL Group"), XLIT LTD., an exempted company incorporated in the Cayman Islands with limited liability ("XLIT"), X.L. AMERICA, INC., a Delaware corporation ("XL America"), XL BERMUDA LTD, an exempted company incorporated in Bermuda with limited liability ("XL Bermuda"), XL RE EUROPE SE, a European public limited liability company registered in Ireland ("XL Re Europe"), XL INSURANCE COMPANY SE, a European public limited liability company registered in England and Wales ("XL Insurance"), XL LIFE LTD, an exempted company incorporated in Bermuda with limited liability ("XL Life"), CATLIN INSURANCE COMPANY (UK) LTD., a private limited company incorporated in England and Wales ("Catlin Insurance") and CATLIN RE SWITZERLAND LTD., a company limited by shares org

Defined Terms. As used in this Agreement, the following terms have the meanings specified or as referenced below:"Account" shall have the meaning assigned to such term in the Pledge Agreement."Account Parties" shall have the meaning assigned to such term in the introductory paragraph of this Agreement, and shall include any Successor Account Party and any Person that becomes an Account Party pursuant to Section 10.04(g) hereof."Account Party Jurisdiction" means (a) Bermuda, (b) the Cayman Islands, (c) Ireland, (d) Switzerland, (e) England and Wales, (f) the United States and (g) any other country in which a Person that becomes an Account Party pursuant to Section 10.04(g) hereof is incorporated or formed."Adjusted LIBO Rate" means an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to (a) the one month LIBO Rate multiplied by (b) the one month Statutory Reserve Rate; provided that, if such rate is below zero, the Adjusted LIBO Rate shall be deemed to be zero."Administrative Agent" means The Bank of Tokyo-Mitsubishi UFJ, Ltd. (including its branches and affiliates), in its capacity as administrative agent for the Lenders hereunder."Administrative Questionnaire" means an Administrative Questionnaire in a form supplied by the Administrative Agent."Advance Rate" means for any category of cash or obligation or investment specified below in the column entitled "Cash and Eligible Assets" (other than cash, the "Eligible Assets"), the percentage set forth opposite such category of cash or Eligible Assets below in the column entitled "Advance Rate" and, in each case, subject to the original term to maturity criteria set forth therein:Cash and Eligible AssetsAdvance Rate Cash and Cash Equivalents Denominated in Dollars, EU Cash and GB Cash100% U.S. Commercial Paper (Rating A1/P1 or better, Non-convertible, Maximum 30 day maturity)98% U.S. Government Bills, Notes, Bonds, U.S. Government Sponsored Agency Securities and US-TIPS Maturity less than 2 years98%Maturity 2 years to 10 years95%Maturity over 10 years93% U.S. Corporate Bonds (Rating AAA/Aaa or better, Non-convertible, Non-financial) Maturity less than 5 years95%Maturity 5 years to 10 years90%Maturity over 10 years85% U.S. Corporate Bonds (Rating AA-/Aa3 or better, Non-convertible, Non-financial) Maturity less than 5 years90%Maturity 5 years to 10 years85%Maturity over 10 years80% U.S. Corporate Bonds (Rating A-/A3 or better, Non-convertible, Non-financial) Maturity less than 11 years80% U.S. Municipal Bonds (Rating AA-/Aa3 or better, Non-convertible, GO bonds only) Maturity less than 5 years95%Maturity 5 years or longer90% Supranational Securities (Rating AAA/Aaa or better, Non-convertible) Maturity less than 2 years95%Maturity 2 years to 10 years90%Maturity over 10 years85% US-GNMAMBS, US-FNMAMBS and US-FHLMCMBS Maturity less than 5 years98%Maturity 5 years to 10 years95%Maturity over 10 years93% DE-NOTE2, DE NOTE5.5 DE-BOND, GB-GILT, FR-BTF, FR-BTAN and FR-OAT (Rating AA-/Aa3 or better) Maturity less than 5 years95%Maturity 5 years to 10 years93%Maturity over 10 years and less than 30 years90% For purposes of this definition of "Advance Rate", if any Eligible Asset is provided a rating by more than one Rating Agency, then the lower of all such ratings shall be used. As used in this Agreement, "EU Cash" shall mean the lawful currency of the member states of the European Union that adopt the single currency in accordance with the EC Treaty, "GB Cash" shall mean the lawful currency of the United Kingdom, "GB-GILT" shall mean fixed coupon, sterling denominated negotiable debt obligations issued by either the Bank of England (prior to April 1, 1998) or Her Majesty's Treasury (after April 1, 1998) backed by the credit of the United Kingdom of Great Britain and Northern Ireland with initial maturity of greater than 365 days when issued, "DE-NOTE2" shall mean negotiable debt obligations issued pursuant to Artikel 115 Grundgesetz and backed by Federal Republic of Germany, having an original maturity at issuance of 2 years, "DE-NOTE5.5" shall mean negotiable debt obligations issued pursuant to Artikel 115 Grundgesetz and backed by Federal Republic of Germany, having a maturity at issuance of 5.5 years, "DE-BOND" shall mean negotiable debt obligations issued pursuant to Artikel 115 Grundgesetz and backed by Federal Republic of Germany, having a maturity at issuance of 10 to 30 years, "FR-BTF" shall mean discount debt securities issued by the French Treasury having an initial maturity at issuance of 13, 26 or 52 weeks, "FR-BTAN" shall mean fixed interest debt securities issued by the French Treasury having an initial maturity at issuance of 2 or 5 years, "FR-OAT" shall mean fixed or floating interest debt securities issued by the French Treasury having an initial maturity at issuance of between 4 and 30 years, provided that any floating rate OATs (i.e. OATs that are indexed to the Consumer Price Index (OATi's)) and OATs that are linked to the TEC10 i