1471 Uses in Definitions Clause

Definitions from Loan and Security Agreement

THIS LOAN AND SECURITY AGREEMENT dated as of June 29, 2017 (this "Agreement") is entered into among MATTERSIGHT CORPORATION, a Delaware corporation ("Borrower"), the other Loan Parties from time to time party hereto, and THE PRIVATEBANK AND TRUST COMPANY ("PrivateBank"), as lender ("Lender") and as Issuing Lender.

Definitions. When used herein (a) the following capitalized terms are used herein as defined in the UCC: Accounts, Certificated Security, Chattel Paper, Commercial Tort Claims, Deposit Accounts, Documents, Electronic Chattel Paper, Equipment, Goods, Instruments, Inventory, Leases, Letter-of-Credit Rights, Money, Payment Intangibles, Software, Supporting Obligations, Tangible Chattel Paper and (b) the following capitalized terms shall have the following meanings: Account Debtor means any Person who is obligated to Borrower or any Subsidiary with respect to any Account. Acquisition means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or a substantial portion of the assets of a Person, or of all or a substantial portion of any business or division of a Person, (b) the acquisition of in excess of 50% of the Capital Securities of any Person, or otherwise causing any Person to become a Subsidiary, or (c) a merger or consolidation or any other combination with and another Person (other than a Person that is already a Subsidiary). Adjusted EBITDA means, means with respect to any fiscal period being measured an amount equal to the sum of (a) consolidated net income of Borrower and its Subsidiaries for such fiscal period, plus (b) in each case to the extent deducted in the calculation of Borrower's consolidated net income and without duplication: (i) depreciation and amortization for such period, plus (ii) income tax expense for such period, plus (iii) consolidated total interest expense paid or accrued during such period, plus (iv) non-cash management compensation expenses for such period, all as calculated by Borrower in its public filings and statements as of the Closing Date or as otherwise agreed in writing by the Lender. For the avoidance of doubt, expenses (including attorneys' fees and expenses, prepayment premiums and the like) incurred in connection with the closing of the transactions contemplated hereunder and the repayment of Debt outstanding under that certain Loan and Security Agreement, dated as of August 1, 2016, between Borrower and Hercules Capital, Inc., as lender, shall not be deducted for purposes of determining Adjusted EBITDA. Affiliate of any Person means (a) any other Person which, directly or indirectly, controls or is controlled by or is under common control with such Person, (b) any officer or director of such 26385498.9 Person and (c) with respect to Lender, any entity administered or managed by Lender or an Affiliate or investment advisor thereof and which is engaged in making, purchasing, holding or otherwise investing in commercial loans. A Person shall be deemed to be "controlled by" any other Person if such Person possesses, directly or indirectly, power to vote 5% or more of the securities (on a fully diluted basis) having ordinary voting power for the election of directors or managers or power to direct or cause the direction of the management and policies of such Person whether by contract or otherwise, provided, however, that Persons holding securities issued by the Borrower shall not be deemed "Affiliates" of the Borrower or any Loan Party. Unless expressly stated otherwise herein, Lender shall not be deemed an Affiliate of any Loan Party. Agreement is defined in the preamble of this Agreement. Annualized Recurring Subscription Revenue means, as of any date of determination, the total Monthly Recurring Subscription Revenue as of such date, multiplied by 12. Applicable Margin means for (i) LIBOR Loans shall be four and one-half percent (4.50%) per annum (the "LIBOR Margin"), (ii) Base Rate Loans shall be one and three-quarters percent (1.75%) per annum (the "Base Rate Margin"). Asset Disposition means the sale, lease, assignment or other transfer for value (each, a "Disposition") by any Loan Party to any Person (other than a Loan Party) of any asset or right of such Loan Party (including, the loss, destruction or damage thereof) or any actual or threatened (in writing to any Loan Party) condemnation, confiscation, requisition, seizure or taking thereof, other than (a) the Disposition of any asset which is to be replaced, and is in fact replaced, within 30 days with another asset performing the same or a similar function, (b) the sale or lease of inventory in the ordinary course of business and (c) other Dispositions in any Fiscal Year the Net Proceeds of which do not in the aggregate exceed $100,000. Assignee is defined in Section 14.13.1. Attorney Costs means, with respect to any Person, all reasonable fees and charges of any counsel to such Person, all reasonable disbursements of such counsel and all court costs and similar legal expenses. Bank Product Agreements means those certain cash management service agreements and other agreements entered into from time to time between any Loan Party and Lender or its Affiliates in connection with any of the Bank Products. Bank Product Obligations means all obl

Definitions from Collateral Agent

CREDIT AGREEMENT (as amended, amended and restated, supplemented or otherwise modified, the Agreement) dated as of July 1, 2016, among Tabula Rasa HealthCare, Inc., a Delaware corporation (Parent Borrower), CareKinesis, Inc., a Delaware corporation (CareKinesis), CareVentions, Inc., a Delaware corporation (CareVentions), Capstone Performance Systems, LLC, a Delaware limited liability company (Capstone) and Medliance LLC, an Arizona limited liability company (Medliance and, together with Parent, CareKinsesis, CareVentions and Capstone, each a Borrower and collectively, the Borrowers), the Lenders (as defined below) party hereto from time to time, and ABC FUNDING, LLC, a Delaware limited liability company (ABC Funding) as administrative agent and as collateral agent for the Lenders (together with its successors and permitted assigns in those capacities, the Agent).

Definitions. As used in this Agreement (including the Exhibits and Schedules attached hereto), the following definitions apply: ABC Funding has the meaning set forth in the preamble to this Agreement. Acquisition means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of any business or division of a Person, (b) the acquisition of one hundred percent (100%) of the Equity Interests of any Person or otherwise causing any Person to become a Subsidiary of a Borrower, or (c) a merger or consolidation or any other combination with another Person. Additional Lender has the meaning set forth in Section 2.7(b). Affiliate means, 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 or is a director, officer, partner, manager or member of such Person or, directly or indirectly, owns or controls 10% or more of any class of Equity Interests having ordinary voting power in the election of directors of such Person. For the purposes of this definition, control, when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. Agent has the meaning set forth in the preamble to this Agreement. Agent Advances has the meaning set forth in Section 2.8. Agent Fee Letter means that certain letter dated July 1, 2016, between the Agent and the Borrowers, pursuant to which the Borrowers agree to pay certain fees to the Agent from time to time. Agent Indemnitees has the meaning set forth in Section 10.1(o). Agreement Value means, for each Hedging Agreement, on any date of determination, the maximum aggregate amount (giving effect to any netting agreements) that Parent Borrower or any of its Subsidiaries would be required to pay if such Hedging Agreement were terminated on such date. Allocable Amount has the meaning set forth in Section 1.4(g). Applicable Premium means with respect to any prepayment or acceleration: (a) on or prior to the first anniversary of the Closing Date, the sum of (i) 3% of the principal amount of the Loans being repaid on the date of such prepayment or acceleration (the Prepayment Date) plus (ii) the present value at such Prepayment Date of all required remaining scheduled interest payments due on the Loans through the first anniversary of the Closing Date (excluding accrued but unpaid interest to, but excluding, the Prepayment Date) computed using a discount rate equal to the Treasury Rate as of such Prepayment Date plus 50 basis points, (b) at any time after the first anniversary of the Closing Date and on or prior to the second anniversary of the Closing Date, an amount equal to 3% of the principal amount then being repaid and (c) at any time after the second anniversary of the Closing Date and on or prior to the third anniversary of the Closing Date, an amount equal to 1.5% of the principal amount then being repaid. Asset Sale means any sale, lease, conveyance, transfer or other disposition of assets (collectively, a Transfer) by the Parent Borrower or any of its Subsidiaries (including by way of merger or consolidation or sale-leaseback transaction), whether in one transaction or a series or group of transactions, other than (a) Transfers of Inventory in the ordinary course of business, (b) Transfers of non-exclusive licenses and similar arrangements for the use of the property of a Borrower or its Subsidiaries in the ordinary course of business and (c) Transfers of worn-out or obsolete Equipment. Assignment and Assumption means an assignment and assumption agreement in a form reasonably satisfactory to the Agent. Authorized Officer means the chief executive officer, the president or chief financial officer of each Loan Party. Borrower has the meaning set forth in the preamble to this Agreement. Business Day means any day on which banks are not authorized or required to close in New York City, New York. Capital Expenditures means, with respect to any Person for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities and including amounts expended or capitalized under Capital Leases) of such Person during such period that, in conformity with GAAP, are or are required to be included as additions during such period to property, plant or equipment reflected in the consolidated cash flow statement of the Parent Borrower and its Subsidiaries, other than the expenditures paid prior to the Closing Date by Parent Borrowers landlord in an amount not to exceed $1,900,000. Capital Lease means, as applied to any Person, any lease of any Property (whether real, personal or mixed) by that Person as lessee, the obligations of which are required, in accordance with GAAP, to be capitalized on the balance sheet of that Perso

Definitions from Senior Note

Upon the Exercise of Any Swiss Resolution Power and Ordering of Restructuring Protective Measures, Trustee Shall Not Take Direction from Holders

Definitions. Additional Amounts means such amounts as may be necessary to pay the Holders so that every net payment on the Securities, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon or as a result of such payment by Switzerland or Guernsey, as applicable, or any political subdivision or taxing authority thereof or therein, will not be less than the amount provided in the Securities to be then due and payable. Additional Interest means all additional interest owing on the Securities pursuant to a Registration Rights Agreement. Additional Securities means 3.125% Senior Notes due 2020 issued under the terms of this Indenture after the Issue Date and in compliance with Section 2.13 (it being understood that any Securities issued in exchange for or replacement of or upon transfer of any Issue Date Security shall not be an Additional Security, including any such Securities issued pursuant to a Registration Rights Agreement, nor shall any New Security be an Additional Security). Agent means any Registrar and Paying Agent, Swiss Paying Agent, transfer agent or Authenticating Agent. Agent Members means members of, or participants in, the Depositary. Authorized Newspaper means a newspaper (which, in the case of The City of New York, will, if practicable, be The Wall Street Journal (Eastern Edition) and in the case of Switzerland, will, if practicable, be the Neue Zurcher Zeitung) customarily published at least once a day for at least five days in each calendar week and of general circulation in The City of New York or Switzerland, as applicable. If it shall be impractical in the opinion of the Trustee to make any publication of any notice required hereby in an Authorized Newspaper, any publication or other notice in lieu thereof which is made or given with the approval of the Trustee shall constitute a sufficient publication of such notice. Authorized Person means (a) with respect to the Company, any director or secretary of the Company or any authorized signatory as may be designated as an Authorized Person by the directors of the Company, as certified from time to time by the secretary of the Company or the chairman of the board of directors of the Company, and (b) with respect to the Guarantor, the Chief Financial Officer of the Guarantor or other officer or employee of the Guarantor or any of its respective branches or affiliates as may be designated as an Authorized Person by power of attorney signed by the Chief Financial Officer of the Guarantor or otherwise duly executed by and on behalf of the Guarantor, as certified from time to time by the Secretary of the Board of Directors of the Guarantor. Bank Restructuring Event means the opening of Bank Restructuring Proceedings by the Swiss Resolution Authority. Bank Restructuring Proceedings means Restructuring Proceedings with respect to Credit Suisse AG. Board Resolution means one or more resolutions of the board of directors of the Company, the Guarantor or any authorized committee of the Company or the Guarantor, certified by the secretary or an assistant secretary of the Company or the Guarantor, as applicable, to have been duly adopted and to be in full force and effect on the date of certification, and delivered to the Trustee. Business Day means (a) any day that is not a Saturday or Sunday and that is not a day on which banking institutions are generally authorized or obligated by law, regulation or executive order to close in The City of New York or in the City of Zurich or in Guernsey and (b) any day that is not a Saturday or Sunday and that is not a day on which banking institutions are generally authorized or obligated by law, regulation or executive order to close in any other place of payment with respect to the Securities. Capital Stock means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of such Persons capital stock or equity, including, without limitation, all Common Stock and Preferred Stock. Clearstream means Clearstream Banking, societe anonyme, or the successor to its securities clearance and settlement operations. Commission means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act or, if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time. Common Stock means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of such Persons common stock/share capital, whether now outstanding or issued after the date of this Indenture, including, without limitation, all series and classes of such common stock/share capital. Company means the party named as such in the first paragraph of this

Definitions from Share Purchase Agreement

This SHARE PURCHASE AGREEMENT (this Agreement) is entered into as of April 7, 2016 by and among Uranium Resources, Inc., a Delaware corporation (URI), URI, Inc., a Delaware corporation (IntermediateCo), and Laramide Resources Ltd., a corporation organized under the Canada Business Corporations Act (Purchaser and together with Sellers, each a Party and collectively, the Parties). Terms used herein with initial capital letters have the respective meanings ascribed to them in Article I. URI and IntermediateCo are each referred to herein as a Seller and collectively as the Sellers.

Definitions. In this Agreement, the following capitalized defined terms have the meanings specified or referred to below. Action means any claim, action, demand, suit, arbitration, information request, investigation, audit, administrative order, or proceeding by or before any Governmental Authority. Affiliate means any Person that, directly or indirectly through one or more Persons, controls, is controlled by, or is under common control with, the Person specified. For the purpose of this definition, the term control as applied to any Person means the direct or indirect ownership of fifty percent (50%) or more of the outstanding voting securities or interests of, or the power to direct or cause the direction of the affairs or management of, any such Person, whether through voting rights, equity ownership, as a general partner or trustee, by contract or otherwise. For the avoidance of doubt, Resource Capital Fund V L.P. shall not be considered an Affiliate of URI or IntermediateCo. Affiliate Transfer means the transfer to the Company of the real property interests specified on Schedule 1.01(d) under the heading Interests to be Transferred to the Company before Closing by certain Affiliates of the Company on or prior to the Closing Date. Affiliated Group shall have such meaning as set forth in Section 4.10(o). Agreement shall have the meaning set forth in the Preamble. Asset Taxes means ad valorem, property, excise, sales, use, severance, production or similar Taxes (including any interest, fine, penalty or additions to Tax imposed by a Governmental Authority in connection with such Taxes) based upon acquisition, operation or ownership of the Projects or the production of Minerals therefrom; but excluding, for the avoidance of doubt, income, business activity, capital gains or franchise Taxes. Balance Sheet means the balance sheet of the Company, as provided to Purchaser, as of December 31, 2015. Basket shall have such meaning as set forth in Section 10.06. Break Fee shall have such meaning as set forth in Section 9.02. Business Day means any day which is not a Saturday, a Sunday or any other day on which banks are required by Law to be closed in Toronto, Ontario or in Denver, Colorado. Cash Purchase Price shall have such meaning as set forth in Section 3.01(a). Churchrock Project means the real property interests, including certain mineral rights, specified on Schedule 1.01(a). Closing shall have the meaning set forth in Section 2.02. Closing Date shall have the meaning set forth in Section 2.02. Code means the United States Internal Revenue Code of 1986, as amended. Commercial Production Decision means a decision, after (i) all required environmental Permits are in place and (ii) the completion of any required project financing, to construct a mine and commence commercial-scale mining operations at the Churchrock Project. Company shall have the meaning set forth in the Preliminary Statements. Confidentiality Agreement means that Confidentiality Agreement between Purchaser and URI, dated May 5, 2015. Convertible Payment shall have such meaning as set forth in Section 3.01(b). Crownpoint Project means the real property interests, including certain mineral rights, specified on Schedule 1.01(b). Defensible Title means that title is (a) free from such reasonable doubt that a prudent Person engaged in the business of ownership, development and operation of producing uranium mining properties with knowledge of all of the facts and their legal bearing would be willing to accept the same; and (b) free and clear of any and all Liens, obligations, and defects, other than Permitted Liens. Direct Claim shall have such meaning as set forth in Section 10.04(a). Environmental Condition means: (a) any event or condition with respect to air, land, soil, surface, subsurface strata, surface water, ground water, or sediment that causes, or could reasonably be expected to cause, the Projects to become subject to, or its owner or operator to incur any liability or be potentially liable for, any removal, remediation, or response action under, or not be in compliance with, any Environmental Law; or (b) any event or condition described in the preceding clause (a) that results, or could reasonably be expected to result, in any liability to any Governmental Authority for any removal, remediation, or response action, or to any other Person for injury to or death of any Person, Persons, or other living thing, for damage, loss, or destruction of property located on the site of the Projects, or for the abatement of environmental conditions which may constitute a nuisance or result in a trespass. Environmental Laws means the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. SS 9601 et seq., the National Environmental Policy Act, 42 U.S.C. SS 4321 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. SS 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. SS 1251 et seq.; the Clean Air Act, 42 U.S.C. SS

Definitions from Revolving Credit Agreement

This REVOLVING CREDIT AGREEMENT, dated as of November 23, 2015, is among CONSUMERS ENERGY COMPANY, a Michigan corporation (the Company), the financial institutions listed on the signature pages hereof (together with their respective successors and assigns and any other Person that shall have become a Bank hereunder pursuant to Section 2.16, the Banks) and THE BANK OF NOVA SCOTIA, as Agent.

Definitions. As used in this Agreement: Accounting Changes see Section 1.3. Additional Commitment Bank - see Section 2.17(d). Additional LC Issuer see Section 3.1. Administrative Questionnaire means an administrative questionnaire, substantially in the form supplied by the Agent, completed by a Bank and furnished to the Agent in connection with this Agreement. Advance means a group of Loans made by the Banks hereunder of the same Type, made, converted or continued on the same day and, in the case of Eurodollar Rate Loans, having the same Interest Period. Affiliate means, with respect to any Person, any other Person directly or indirectly controlling (including all directors and officers of such Person), controlled by, or under direct or indirect common control with such Person. A Person shall be deemed to control another entity if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract or otherwise. Agent means The Bank of Nova Scotia, in its capacity as administrative agent for the Banks pursuant to Article XIII, and not in its individual capacity as a Bank, and any successor Agent appointed pursuant to Article XIII. Aggregate Commitment means the aggregate amount of the Commitments of all Banks. Aggregate Outstanding Credit Exposure means, at any time, the aggregate of the Outstanding Credit Exposure of all the Banks. Agreement means this Revolving Credit Agreement, as amended from time to time. Alternate Base Rate means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1% and (c) the Eurodollar 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%, provided that the Eurodollar Rate for any day shall be based on the Base Eurodollar Rate at approximately 11:00 a.m. London time on such day, subject to the interest rate floors set forth therein. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Eurodollar Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Eurodollar Rate, respectively. Anti-Corruption Laws means all laws, rules, and regulations of any jurisdiction applicable to the Company or any of its Subsidiaries from time to time concerning or relating to bribery or corruption. Applicable Margin means, with respect to Advances of any Type at any time, the percentage rate per annum which is applicable at such time with respect to Advances of such Type, which in the case of Eurodollar Rate Loans shall be 75 basis points (0.75%), and in the case of Floating Rate Loans shall be 0 basis points (0.00%). Arranger means The Bank of Nova Scotia. Assignment Agreement see Section 12.1(e). Augmenting Bank see Section 2.16. Available Aggregate Commitment means, at any time, the Available Commitment then in effect minus the Aggregate Outstanding Credit Exposure at such time. Available Commitment means, at any time, the lesser of (i) the Aggregate Commitment and (ii) the face amount of the Bonds. Bank Notice Date see Section 2.17(b). Bankruptcy Event means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, provided, further, that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person. Banks see the preamble. Base Eurodollar Rate means, for any Interest Period for each Eurodollar Rate Loan comprising part of the same Advance, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for U.S. dollars for a period equal in length to such Interest Period as displayed on pages LIBOR01 or LIBOR02 of the Reuters screen or, in the event such rate does not appear on either of such Reuters pages, o

Definitions from Senior Note

Upon the Exercise of Any Swiss Resolution Power and Ordering of Restructuring Protective Measures, Trustee Shall Not Take Direction from Holders

Definitions. Additional Amounts means such amounts as may be necessary to pay the Holders so that every net payment on the Securities, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon or as a result of such payment by Switzerland or Guernsey, as applicable, or any political subdivision or taxing authority thereof or therein, will not be less than the amount provided in the Securities to be then due and payable. Additional Interest means all additional interest owing on the Securities pursuant to a Registration Rights Agreement. Additional Securities means 3.800% Senior Notes due 2022 issued under the terms of this Indenture after the Issue Date and in compliance with Section 2.13 (it being understood that any Securities issued in exchange for or replacement of or upon transfer of any Issue Date Security shall not be an Additional Security, including any such Securities issued pursuant to a Registration Rights Agreement, nor shall any New Security be an Additional Security). Agent means any Registrar and Paying Agent, Swiss Paying Agent, transfer agent or Authenticating Agent. Agent Members means members of, or participants in, the Depositary. Authorized Newspaper means a newspaper (which, in the case of The City of New York, will, if practicable, be The Wall Street Journal (Eastern Edition) and in the case of Switzerland, will, if practicable, be the Neue Zurcher Zeitung) customarily published at least once a day for at least five days in each calendar week and of general circulation in The City of New York or Switzerland, as applicable. If it shall be impractical in the opinion of the Trustee to make any publication of any notice required hereby in an Authorized Newspaper, any publication or other notice in lieu thereof which is made or given with the approval of the Trustee shall constitute a sufficient publication of such notice. Authorized Person means (a) with respect to the Company, any director or secretary of the Company or any authorized signatory as may be designated as an Authorized Person by the directors of the Company, as certified from time to time by the secretary of the Company or the chairman of the board of directors of the Company, and (b) with respect to the Guarantor, the Chief Financial Officer of the Guarantor or other officer or employee of the Guarantor or any of its respective branches or affiliates as may be designated as an Authorized Person by power of attorney signed by the Chief Financial Officer of the Guarantor or otherwise duly executed by and on behalf of the Guarantor, as certified from time to time by the Secretary of the Board of Directors of the Guarantor. Bank Restructuring Event means the opening of Bank Restructuring Proceedings by the Swiss Resolution Authority. Bank Restructuring Proceedings means Restructuring Proceedings with respect to Credit Suisse AG. Board Resolution means one or more resolutions of the board of directors of the Company, the Guarantor or any authorized committee of the Company or the Guarantor, certified by the secretary or an assistant secretary of the Company or the Guarantor, as applicable, to have been duly adopted and to be in full force and effect on the date of certification, and delivered to the Trustee. Business Day means (a) any day that is not a Saturday or Sunday and that is not a day on which banking institutions are generally authorized or obligated by law, regulation or executive order to close in The City of New York or in the City of Zurich or in Guernsey and (b) any day that is not a Saturday or Sunday and that is not a day on which banking institutions are generally authorized or obligated by law, regulation or executive order to close in any other place of payment with respect to the Securities. Capital Stock means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of such Persons capital stock or equity, including, without limitation, all Common Stock and Preferred Stock. Clearstream means Clearstream Banking, societe anonyme, or the successor to its securities clearance and settlement operations. Commission means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act or, if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time. Common Stock means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of such Persons common stock/share capital, whether now outstanding or issued after the date of this Indenture, including, without limitation, all series and classes of such common stock/share capital. Company means the party named as such in the first paragraph of this

Definitions from Senior Note

Upon the Exercise of Any Swiss Resolution Power and Ordering of Restructuring Protective Measures, Trustee Shall Not Take Direction from Holders

Definitions. Additional Amounts means such amounts as may be necessary to pay the Holders so that every net payment on the Securities, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon or as a result of such payment by Switzerland or Guernsey, as applicable, or any political subdivision or taxing authority thereof or therein, will not be less than the amount provided in the Securities to be then due and payable. Additional Interest means all additional interest owing on the Securities pursuant to a Registration Rights Agreement. Additional Securities means 3.750% Senior Notes due 2025 issued under the terms of this Indenture after the Issue Date and in compliance with Section 2.13 (it being understood that any Securities issued in exchange for or replacement of or upon transfer of any Issue Date Security shall not be an Additional Security, including any such Securities issued pursuant to a Registration Rights Agreement, nor shall any New Security be an Additional Security). Agent means any Registrar and Paying Agent, Swiss Paying Agent, transfer agent or Authenticating Agent. Agent Members means members of, or participants in, the Depositary. Authorized Newspaper means a newspaper (which, in the case of The City of New York, will, if practicable, be The Wall Street Journal (Eastern Edition) and in the case of Switzerland, will, if practicable, be the Neue Zurcher Zeitung) customarily published at least once a day for at least five days in each calendar week and of general circulation in The City of New York or Switzerland, as applicable. If it shall be impractical in the opinion of the Trustee to make any publication of any notice required hereby in an Authorized Newspaper, any publication or other notice in lieu thereof which is made or given with the approval of the Trustee shall constitute a sufficient publication of such notice. Authorized Person means (a) with respect to the Company, any director or secretary of the Company or any authorized signatory as may be designated as an Authorized Person by the directors of the Company, as certified from time to time by the secretary of the Company or the chairman of the board of directors of the Company, and (b) with respect to the Guarantor, the Chief Financial Officer of the Guarantor or other officer or employee of the Guarantor or any of its respective branches or affiliates as may be designated as an Authorized Person by power of attorney signed by the Chief Financial Officer of the Guarantor or otherwise duly executed by and on behalf of the Guarantor, as certified from time to time by the Secretary of the Board of Directors of the Guarantor. Bank Restructuring Event means the opening of Bank Restructuring Proceedings by the Swiss Resolution Authority. Bank Restructuring Proceedings means Restructuring Proceedings with respect to Credit Suisse AG. Board Resolution means one or more resolutions of the board of directors of the Company, the Guarantor or any authorized committee of the Company or the Guarantor, certified by the secretary or an assistant secretary of the Company or the Guarantor, as applicable, to have been duly adopted and to be in full force and effect on the date of certification, and delivered to the Trustee. Business Day means (a) any day that is not a Saturday or Sunday and that is not a day on which banking institutions are generally authorized or obligated by law, regulation or executive order to close in The City of New York or in the City of Zurich or in Guernsey and (b) any day that is not a Saturday or Sunday and that is not a day on which banking institutions are generally authorized or obligated by law, regulation or executive order to close in any other place of payment with respect to the Securities. Capital Stock means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of such Persons capital stock or equity, including, without limitation, all Common Stock and Preferred Stock. Clearstream means Clearstream Banking, societe anonyme, or the successor to its securities clearance and settlement operations. Commission means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act or, if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time. Common Stock means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of such Persons common stock/share capital, whether now outstanding or issued after the date of this Indenture, including, without limitation, all series and classes of such common stock/share capital. Company means the party named as such in the first paragraph of this

Definitions from Senior Note

SENIOR NOTES INDENTURE, dated as of May 21, 2015, among CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED, a Guernsey incorporated non-cellular company limited by shares, as the Company, CREDIT SUISSE GROUP AG, a corporation organized under the laws of Switzerland, as the Guarantor, and U.S. Bank National Association, a national association, as the Trustee.

Definitions. Additional Amounts means such amounts as may be necessary to pay the Holders so that every net payment on the Securities, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon or as a result of such payment by Switzerland or Guernsey, as applicable, or any political subdivision or taxing authority thereof or therein, will not be less than the amount provided in the Securities to be then due and payable. Additional Interest means all additional interest owing on the Securities pursuant to a Registration Rights Agreement. Additional Securities means 4.875% Senior Notes due 2045 issued under the terms of this Indenture after the Issue Date and in compliance with Section 2.13 (it being understood that any Securities issued in exchange for or replacement of or upon transfer of any Issue Date Security shall not be an Additional Security, including any such Securities issued pursuant to a Registration Rights Agreement, nor shall any New Security be an Additional Security). Agent means any Registrar and Paying Agent, Swiss Paying Agent, transfer agent or Authenticating Agent. Agent Members means members of, or participants in, the Depositary. Authorized Newspaper means a newspaper (which, in the case of The City of New York, will, if practicable, be The Wall Street Journal (Eastern Edition) and in the case of Switzerland, will, if practicable, be the Neue Zurcher Zeitung) customarily published at least once a day for at least five days in each calendar week and of general circulation in The City of New York or Switzerland, as applicable. If it shall be impractical in the opinion of the Trustee to make any publication of any notice required hereby in an Authorized Newspaper, any publication or other notice in lieu thereof which is made or given with the approval of the Trustee shall constitute a sufficient publication of such notice. Authorized Person means (a) with respect to the Company, any director or secretary of the Company or any authorized signatory as may be designated as an Authorized Person by the directors of the Company, as certified from time to time by the secretary of the Company or the chairman of the board of directors of the Company, and (b) with respect to the Guarantor, the Chief Financial Officer of the Guarantor or other officer or employee of the Guarantor or any of its respective branches or affiliates as may be designated as an Authorized Person by power of attorney signed by the Chief Financial Officer of the Guarantor or otherwise duly executed by and on behalf of the Guarantor, as certified from time to time by the Secretary of the Board of Directors of the Guarantor. Bank Restructuring Event means the opening of Bank Restructuring Proceedings by the Swiss Resolution Authority. Bank Restructuring Proceedings means Restructuring Proceedings with respect to Credit Suisse AG. Board Resolution means one or more resolutions of the board of directors of the Company, the Guarantor or any authorized committee of the Company or the Guarantor, certified by the secretary or an assistant secretary of the Company or the Guarantor, as applicable, to have been duly adopted and to be in full force and effect on the date of certification, and delivered to the Trustee. Business Day means (a) any day that is not a Saturday or Sunday and that is not a day on which banking institutions are generally authorized or obligated by law, regulation or executive order to close in The City of New York or in the City of Zurich or in Guernsey and (b) any day that is not a Saturday or Sunday and that is not a day on which banking institutions are generally authorized or obligated by law, regulation or executive order to close in any other place of payment with respect to the Securities. Capital Stock means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of such Persons capital stock or equity, including, without limitation, all Common Stock and Preferred Stock. Clearstream means Clearstream Banking, societe anonyme, or the successor to its securities clearance and settlement operations. Commission means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act or, if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time. Common Stock means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of such Persons common stock/share capital, whether now outstanding or issued after the date of this Indenture, including, without limitation, all series and classes of such common stock/share capital. Company means the party named as such in the first paragraph of this

Definitions from Senior Note

Upon the Exercise of Any Swiss Resolution Power and Ordering of Restructuring Protective Measures, Trustee Shall Not Take Direction from Holders

Definitions. Additional Amounts means such amounts as may be necessary to pay the Holders so that every net payment on the Securities, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon or as a result of such payment by Switzerland or Guernsey, as applicable, or any political subdivision or taxing authority thereof or therein, will not be less than the amount provided in the Securities to be then due and payable. Additional Interest means all additional interest owing on the Securities pursuant to a Registration Rights Agreement. Additional Securities means 2.750% Senior Notes due 2020 issued under the terms of this Indenture after the Issue Date and in compliance with Section 2.13 (it being understood that any Securities issued in exchange for or replacement of or upon transfer of any Issue Date Security shall not be an Additional Security, including any such Securities issued pursuant to a Registration Rights Agreement, nor shall any New Security be an Additional Security). Agent means any Registrar and Paying Agent, Swiss Paying Agent, transfer agent or Authenticating Agent. Agent Members means members of, or participants in, the Depositary. Authorized Newspaper means a newspaper (which, in the case of The City of New York, will, if practicable, be The Wall Street Journal (Eastern Edition) and in the case of Switzerland, will, if practicable, be the Neue Zurcher Zeitung) customarily published at least once a day for at least five days in each calendar week and of general circulation in The City of New York or Switzerland, as applicable. If it shall be impractical in the opinion of the Trustee to make any publication of any notice required hereby in an Authorized Newspaper, any publication or other notice in lieu thereof which is made or given with the approval of the Trustee shall constitute a sufficient publication of such notice. Authorized Person means (a) with respect to the Company, any director or secretary of the Company or any authorized signatory as may be designated as an Authorized Person by the directors of the Company, as certified from time to time by the secretary of the Company or the chairman of the board of directors of the Company, and (b) with respect to the Guarantor, the Chief Financial Officer of the Guarantor or other officer or employee of the Guarantor or any of its respective branches or affiliates as may be designated as an Authorized Person by power of attorney signed by the Chief Financial Officer of the Guarantor or otherwise duly executed by and on behalf of the Guarantor, as certified from time to time by the Secretary of the Board of Directors of the Guarantor. Bank Restructuring Event means the opening of Bank Restructuring Proceedings by the Swiss Resolution Authority. Bank Restructuring Proceedings means Restructuring Proceedings with respect to Credit Suisse AG. Board Resolution means one or more resolutions of the board of directors of the Company, the Guarantor or any authorized committee of the Company or the Guarantor, certified by the secretary or an assistant secretary of the Company or the Guarantor, as applicable, to have been duly adopted and to be in full force and effect on the date of certification, and delivered to the Trustee. Business Day means (a) any day that is not a Saturday or Sunday and that is not a day on which banking institutions are generally authorized or obligated by law, regulation or executive order to close in The City of New York or in the City of Zurich or in Guernsey and (b) any day that is not a Saturday or Sunday and that is not a day on which banking institutions are generally authorized or obligated by law, regulation or executive order to close in any other place of payment with respect to the Securities. Capital Stock means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of such Persons capital stock or equity, including, without limitation, all Common Stock and Preferred Stock. Clearstream means Clearstream Banking, societe anonyme, or the successor to its securities clearance and settlement operations. Commission means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act or, if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time. Common Stock means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of such Persons common stock/share capital, whether now outstanding or issued after the date of this Indenture, including, without limitation, all series and classes of such common stock/share capital. Company means the party named as such in the first paragraph of this

Definitions from Amended and Restated Contribution Agreement

THIS AMENDED AND RESTATED CONTRIBUTION AGREEMENT (this Agreement) is dated the [*] day of [*], 2014, by and between Antero Resources Corporation, a Delaware corporation (Contributor), and Antero Resources Midstream LLC, a Delaware limited liability company (Antero Midstream). Contributor and Antero Midstream are sometimes hereinafter referred to individually as a Party and collectively as the Parties.

Definitions. In this Agreement, capitalized terms have the meanings provided in this Section 1.1. All references to Sections refer to Sections in this Agreement and all references to Exhibits refer to Exhibits attached to this Agreement, each of which is made a part hereof. 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, such first Person. The term control and its derivatives with respect to any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other voting interests, by contract or otherwise. Notwithstanding the foregoing, Antero Midstream, Contributor and NewCo shall not be deemed to be Affiliates of each other. Agreement has the meaning set forth in the introductory paragraph. Antero Midstream has the meaning set forth in the introductory paragraph. Asset Taxes means sales, use, ad valorem, property, excise or similar Taxes based upon the operation or ownership of the Gathering and Compression Assets but excluding, for the avoidance of doubt, (a) Income Taxes and (b) Transfer Taxes. Asset Transfer has the meaning set forth in the introductory paragraph. Asset Transfer Date means the date on which the Asset Transfer closes (notwithstanding which, it is acknowledged that the Asset Transfer shall be deemed effective as of the Effective Time). Assignment has the meaning set forth in Section 2.3(a)(i). Bonds has the meaning set forth in the definition of Excluded Assets. Business Day means any day except Saturday, Sunday or any day on which banks in the United States are required to be or are customarily closed. Carved-Out Asset has the meaning set forth in Section 5.4(a). Closing means the consummation of the contribution of the Membership Interests contemplated by this Agreement. Closing Date means the date on which Closing occurs. Code means the Internal Revenue Code of 1986, as amended. Common Units means common units representing limited partner interests in Antero Midstream (following its conversion to a limited partnership). Compressor Stations has the meaning set forth in the definition of Gathering and Compression Assets. Contributor has the meaning set forth in the introductory paragraph. Customary Post-Closing Consents means (a) consents, notices, approvals, waivers, authorizations and filings from or to (as applicable) Governmental Authorities that are customarily obtained or made (as applicable) after closing in connection with transactions similar to the Asset Transfer and (b) any consents, approvals, waivers and authorizations of Governmental Authorities or other third parties that cannot be unreasonably withheld by the relevant Person. Effective Time means 00:01 a.m. (Central Time) on December 1, 2013. Environmental Laws means the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. SS 9601 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. SS 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. SS 1251 et seq.; the Clean Air Act, 42 U.S.C. SS 7401 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. SS 1471 et seq.; the Toxic Substances Control Act, 15 U.S.C. SSSS 2601 through 2629; the Oil Pollution Act, 33 U.S.C. SS 2701 et seq.; the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. SS 11001 et seq.; the Occupational Safety and Health Act, 29 U.S.C. SS 651 et seq.; the Safe Drinking Water Act, 42 U.S.C. SSSS 300f through 300j; and all similar Laws of any Governmental Authority having jurisdiction over the Gathering and Compression Assets in question addressing pollution or protection of human health, safety, natural resources or the environment, Releases or threatened Releases of, or exposure to, Hazardous Materials, or otherwise relating to the generation, manufacture, processing, distribution, use, treatment, storage, handling, transport or disposal of Hazardous Materials and all amendments to such Laws.