1820 Uses in Definitions Clause

Definitions from Revolving Credit and Term Loan Agreement

THIS REVOLVING CREDIT AND TERM LOAN AGREEMENT (this Agreement) dated as of June 23, 2017 by and among BROADSTONE NET LEASE, LLC a limited liability company formed under the laws of the State of New York (the Borrower), BROADSTONE NET LEASE, INC., a corporation formed under the laws of the State of Maryland (the Parent), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 13.6. (the Lenders), MANUFACTURERS AND TRADERS TRUST COMPANY, as Administrative Agent (together with its successors and assigns, the Administrative Agent), WELLS FARGO BANK, NATIONAL ASSOCIATION, BANK OF MONTREAL and JPMORGAN CHASE BANK, N.A., as co-Syndication Agents (the Syndication Agents), and SUNTRUST BANK, REGIONS BANK and CAPITAL ONE, NATIONAL ASSOCIATION, as co-Documentation Agents (the Documentation Agents) AND with MANUFACTURERS AND TRADERS TRUST COMPANY, WELLS FARGO SECURITIES, LLC, BMO CAPITAL MARKETS CORP. and JPMORGAN CHASE BANK, N.A.,

Definitions. In addition to terms defined elsewhere herein, the following terms shall have the following meanings for the purposes of this Agreement: Accession Agreement means an Accession Agreement substantially in the form of Annex I to the Guaranty. Additional Costs has the meaning given that term in Section 5.1.(b). Additional Term Loan has the meaning given that term in Section 2.14. Adjusted EBITDA means, for any given period, (a) EBITDA of the Parent and its Subsidiaries determined on a consolidated basis for such period, minus (b) Reserves for Replacements in respect of Properties that are subject to a Tenant Lease that is not a Triple Net Lease. Adjusted LIBOR means, with respect to each Interest Period for a LIBOR Loan, the rate per annum obtained by dividing (a) LIBOR for such Interest Period, by (b) an amount equal to (i) one, minus (ii) the Applicable Reserve Requirement. Administrative Agent means Manufacturers and Traders Trust Company, as contractual representative of the Lenders under this Agreement, or any successor Administrative Agent appointed pursuant to Section 12.8. Administrative Questionnaire means the Administrative Questionnaire completed by each Lender and delivered to the Administrative Agent in a form supplied by the Administrative Agent to the Lenders from time to time. Affected Lender has the meaning given that term in Section 5.6. 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. In no event shall the Administrative Agent or any Lender be deemed to be an Affiliate of the Borrower. Agreement has the meaning given that term in the introductory paragraph hereof. Agreement Date means the date as of which this Agreement is dated. Anti-Corruption Laws means all Applicable Laws of any jurisdiction concerning or relating to bribery or corruption, including without limitation, the Foreign Corrupt Practices Act of 1977. Anti-Money Laundering Laws means any and all Applicable Laws related to the financing of terrorism or money laundering, including without limitation, any applicable provision of the Patriot Act and The Currency and Foreign Transactions Reporting Act (also known as the Bank Secrecy Act, 31 U.S.C. SSSS 5311-5330 and 12U.S.C. SSSS 1818(s), 1820(b) and 1951-1959). Applicable Facility Fee means the per annum percentage set forth in the table below corresponding to the Level at which the Applicable Margins are determined in accordance with the definition thereof:

Definitions from Term Loan Agreement

THIS AMENDED AND RESTATED TERM LOAN AGREEMENT (this Agreement) dated as of June 23, 2017 by and among BROADSTONE NET LEASE, LLC, a limited liability company formed under the laws of the State of New York (the Borrower), BROADSTONE NET LEASE, INC., a corporation formed under the laws of the State of Maryland (the Parent), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 13.6. (the Lenders) and SUNTRUST BANK, as Administrative Agent (together with its successors and assigns, the Administrative Agent), with SUNTRUST ROBINSON HUMPHREY, INC., J.P. MORGAN SECURITIES LLC and MANUFACTURERS AND TRADERS TRUST COMPANY, as joint Lead Arrangers (each a Joint Lead Arranger), JPMORGAN CHASE BANK, N.A. and MANUFACTURERS AND TRADERS TRUST COMPANY, as co-Syndication Agents, and CAPITAL ONE, NATIONAL ASSOCIATION, KEYBANK NATIONAL ASSOCIATION and PNC BANK, NATIONAL ASSOCIATION, as co-Documentation Agents.

Definitions. In addition to terms defined elsewhere herein, the following terms shall have the following meanings for the purposes of this Agreement: Accession Agreement means an Accession Agreement substantially in the form of Annex I to the Guaranty. Additional Costs has the meaning given that term in Section 5.1. (b). Adjusted EBITDA means, for any given period, (a) EBITDA of the Parent and its Subsidiaries determined on a consolidated basis for such period, minus (b) Reserves for Replacements in respect of Properties that are subject to a Tenant Lease that is not a Triple Net Lease. Adjusted LIBOR means, with respect to each Interest Period for a LIBOR Loan, the rate per annum obtained by dividing (a) LIBOR for such Interest Period, by (b) an amount equal to (i) one, minus (ii) the Applicable Reserve Requirement. Administrative Agent means SunTrust Bank or any successor Administrative Agent appointed pursuant to Section 12.8. Administrative Questionnaire means the Administrative Questionnaire completed by each Lender and delivered to the Administrative Agent in a form supplied by the Administrative Agent to the Lenders from time to time. Affected Lender has the meaning given that term in Section 5.6. 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. In no event shall the Administrative Agent or any Lender be deemed to be an Affiliate of the Borrower. Agreement has the meaning given that term in the introductory paragraph hereof. Agreement Date means the date as of which this Agreement is dated. Anti-Corruption Laws means all Applicable Laws of any jurisdiction concerning or relating to bribery or corruption, including without limitation, the Foreign Corrupt Practices Act of 1977. Anti-Money Laundering Laws means any and all Applicable Laws related to the financing of terrorism or money laundering, including without limitation, any applicable provision of the Patriot Act and The Currency and Foreign Transactions Reporting Act (also known as the Bank Secrecy Act, 31 U.S.C. SSSS 5311-5330 and 12 U.S.C. SSSS 1818(s), 1820(b) and 1951-1959). Applicable Law means all applicable international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes, executive orders, and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law. Applicable Margin means the percentage rates set forth in the table below corresponding to the level (each a Level) into which the Borrowers Credit Rating then falls. As of the Agreement Date, the Applicable Margins are determined based on Level IV. Any change in the Borrowers Credit Rating which would cause the Applicable Margins to be determined based on a different Level shall be effective as of the first day of the first calendar month immediately following receipt by the Administrative Agent of written notice delivered by the Borrower in accordance with Section 9.4.(r) that the Borrowers Credit Rating has changed; provided, however, if the Borrower has not delivered the notice required by such Section but the Administrative Agent becomes aware that the Borrowers Credit Rating has changed, then the Administrative Agent may, in its sole discretion, adjust the Level effective as of the first day of the first calendar month following the date the Administrative Agent becomes aware that the Borrowers Credit Rating has changed. During any period that the Borrower has received two Credit Ratings that are not equivalent, the Applicable Margins shall be determined based on the Level corresponding to the higher of such Credit Ratings (with Level I being the highest and Level V being the lowest). During any period for which the Borrower has received a Credit Rating from only one Rating Agency, then the Applicable Margins shall be determined based on such Credit Rating. During any period that the Borrower has not received a Credit Rating from either Rating Agency the Applicable Margins shall be determined based on Level V. The provisions of this definition shall be subject to Section 2.4.(c).

Definitions from Secured Promissory Note

FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, AkaRx, Inc., a Delaware corporation (the Borrower), hereby unconditionally promises to pay to the order of Eisai Inc. or its assigns (the Lender), on or before the Maturity Date or at such times as specified below an amount equal to the sum of (a) all Out-of-Pocket Expenses and (b) all Services Fees due and owing to Lender under and in accordance with the terms and conditions of the Transition Services Agreement (the Loan), together with all accrued interest thereon, as provided in this Secured Promissory Note (this Note). The Borrower and the Lender are sometimes referred to herein individually as a Party and collectively as the Parties.

Definitions. The following terms when used herein shall have the meanings set forth in this Section 1. Affiliate means, with respect to any Person, any Person controlling, controlled by or under common control with such Person. For purposes of this definition, control means, with respect to any entity, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities (or other ownership interest), by contract or otherwise. Anti-Terrorism Law means any Law related to money laundering or financing terrorism, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107-56) (the USA PATRIOT Act), the Currency and Foreign Transactions Reporting Act, 31 U.S.C. SSSS 5311-5330 and 12 U.S.C. SSSS 1818(s), 1820(b) and 1951-1959) (also known as the Bank Secrecy Act), the Trading With the Enemy Act (50 U.S.C. SS 1 et seq., as amended) and Executive Order 13224 (effective September 24, 2001). Applicable Rate means five percent (5%) per annum. Blocked Person means any Person that (a) is publicly identified on the most current list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control of the US Department of the Treasury (OFAC) or resides, is organized or chartered, or has a place of business in a country or territory subject to OFAC sanctions or embargo programs or (b) is publicly identified as prohibited from doing business with the United States under the International Emergency Economic Powers Act, the Trading With the Enemy Act, or any other Law. Borrower has the meaning set forth in the introductory paragraph. Business Day means any day, other than a Saturday or a Sunday, on which commercial banks in New York City are not required or authorized by Law to remain closed. [***] = Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406. Company Sale means (a) any Person or group (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended) other than Purchaser or its Affiliates becomes the beneficial owner, directly or indirectly, of more than 50% of the outstanding Equity Interests of the Borrower or any direct or indirect parent company of the Borrower, (b) the sale, transfer or other disposition of all or substantially all of the Borrowers assets, or (c) the exclusive license by the Borrower to a Third Party of all or substantially all of the Borrowers rights with respect to the Compound and any Product. Compound means [***]. Debt of the Borrower, means all (a) indebtedness for borrowed money; (b) obligations for the deferred purchase price of property or services, except trade payables arising in the ordinary course of business; (c) obligations evidenced by notes, bonds, debentures or other similar instruments; (d) obligations as lessee under capital leases; (e) obligations in respect of any interest rate swaps, currency exchange agreements, commodity swaps, caps, collar agreements or similar arrangements entered into by the Borrower providing for protection against fluctuations in interest rates, currency exchange rates or commodity prices or the exchange of nominal interest obligations, either generally or under specific contingencies; (f) obligations under acceptance facilities and letters of credit; (g) guaranties, endorsements (other than for collection or deposit in the ordinary course of business), and other contingent obligations to purchase, to provide funds for payment, to supply funds to invest in any Person, or otherwise to assure a creditor against loss, in each case, in respect of indebtedness set out in clauses (a) through (f) of a Person other than the Borrower; and (h) indebtedness set out in clauses (a) through (g) of any Person other than Borrower secured by any lien on any asset of the Borrower, whether or not such indebtedness has been assumed by the Borrower. Default means any of the events specified in Section 9 which constitutes an Event of Default or which, upon the giving of notice, the lapse of time, or both pursuant to Section 9 would, unless cured or waived, become an Event of Default. Default Rate means, at any time, the Applicable Rate plus two percent (2%). Equity Interests means, with respect to a Person, the common, preferred or other equity of such Person, the voting securities of such Person entitled to vote generally in an election of directors (or similar governing persons) of such Person or any non-voting equity securities of such Person. Event of Default has the meaning set forth in Section 9. GAAP means generally accepted accounting principles in the United States of America as in effect from time to time. Governmental Entity means any federal, state, provincial, local or

Definitions from Secured Promissory Note

FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, AkaRx, Inc., a Delaware corporation (the Borrower), hereby unconditionally promises to pay to the order of Eisai Inc. or its assigns (the Lender), on or before the Maturity Date or at such times as specified below an amount equal to the sum of (a) all Out-of-Pocket Expenses and (b) all Services Fees due and owing to Lender under and in accordance with the terms and conditions of the Transition Services Agreement (the Loan), together with all accrued interest thereon, as provided in this Secured Promissory Note (this Note). The Borrower and the Lender are sometimes referred to herein individually as a Party and collectively as the Parties.

Definitions. The following terms when used herein shall have the meanings set forth in this Section 1. Affiliate means, with respect to any Person, any Person controlling, controlled by or under common control with such Person. For purposes of this definition, control means, with respect to any entity, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities (or other ownership interest), by contract or otherwise. Anti-Terrorism Law means any Law related to money laundering or financing terrorism, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107-56) (the USA PATRIOT Act), the Currency and Foreign Transactions Reporting Act, 31 U.S.C. SSSS 5311-5330 and 12 U.S.C. SSSS 1818(s), 1820(b) and 1951-1959) (also known as the Bank Secrecy Act), the Trading With the Enemy Act (50 U.S.C. SS 1 et seq., as amended) and Executive Order 13224 (effective September 24, 2001). Applicable Rate means five percent (5%) per annum. Blocked Person means any Person that (a) is publicly identified on the most current list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control of the US Department of the Treasury (OFAC) or resides, is organized or chartered, or has a place of business in a country or territory subject to OFAC sanctions or embargo programs or (b) is publicly identified as prohibited from doing business with the United States under the International Emergency Economic Powers Act, the Trading With the Enemy Act, or any other Law. Borrower has the meaning set forth in the introductory paragraph. Business Day means any day, other than a Saturday or a Sunday, on which commercial banks in New York City are not required or authorized by Law to remain closed. [***] = Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406. Company Sale means (a) any Person or group (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended) other than Purchaser or its Affiliates becomes the beneficial owner, directly or indirectly, of more than 50% of the outstanding Equity Interests of the Borrower or any direct or indirect parent company of the Borrower, (b) the sale, transfer or other disposition of all or substantially all of the Borrowers assets, or (c) the exclusive license by the Borrower to a Third Party of all or substantially all of the Borrowers rights with respect to the Compound and any Product. Compound means [***]. Debt of the Borrower, means all (a) indebtedness for borrowed money; (b) obligations for the deferred purchase price of property or services, except trade payables arising in the ordinary course of business; (c) obligations evidenced by notes, bonds, debentures or other similar instruments; (d) obligations as lessee under capital leases; (e) obligations in respect of any interest rate swaps, currency exchange agreements, commodity swaps, caps, collar agreements or similar arrangements entered into by the Borrower providing for protection against fluctuations in interest rates, currency exchange rates or commodity prices or the exchange of nominal interest obligations, either generally or under specific contingencies; (f) obligations under acceptance facilities and letters of credit; (g) guaranties, endorsements (other than for collection or deposit in the ordinary course of business), and other contingent obligations to purchase, to provide funds for payment, to supply funds to invest in any Person, or otherwise to assure a creditor against loss, in each case, in respect of indebtedness set out in clauses (a) through (f) of a Person other than the Borrower; and (h) indebtedness set out in clauses (a) through (g) of any Person other than Borrower secured by any lien on any asset of the Borrower, whether or not such indebtedness has been assumed by the Borrower. Default means any of the events specified in Section 9 which constitutes an Event of Default or which, upon the giving of notice, the lapse of time, or both pursuant to Section 9 would, unless cured or waived, become an Event of Default. Default Rate means, at any time, the Applicable Rate plus two percent (2%). Equity Interests means, with respect to a Person, the common, preferred or other equity of such Person, the voting securities of such Person entitled to vote generally in an election of directors (or similar governing persons) of such Person or any non-voting equity securities of such Person. Event of Default has the meaning set forth in Section 9. GAAP means generally accepted accounting principles in the United States of America as in effect from time to time. Governmental Entity means any federal, state, provincial, local or

Definitions from Second Amended and Restated Credit Agreement

SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 2, 2016, by and among APOGEE ENTERPRISES, INC., a Minnesota corporation (the Borrower), the lenders party hereto from time to time (the Lenders) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders.

Definitions. The following terms when used in this Agreement shall have the meanings assigned to them below: Administrative Agent shall mean Wells Fargo, in its capacity as Administrative Agent hereunder, and any successor thereto appointed pursuant to Section 10.6. Administrative Agents Office shall mean, the office of the Administrative Agent specified in or determined in accordance with the provisions of Section 11.1(c). Administrative Questionnaire shall mean an administrative questionnaire in a form supplied by the Administrative Agent. Affiliate shall mean, with respect to any Person, any other Person directly or indirectly controlling (including, but not limited to, 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 Person if such Person possesses, directly or indirectly, the power (i) to vote 15% or more of the securities having ordinary voting power for the election of directors (or equivalent governing body) of such Person or (ii) to direct or cause the direction of the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise; provided, however, that none of the Administrative Agent, any Lender or any of their respective Affiliates shall be considered an Affiliate of the Borrower or any Subsidiary thereof by reason of its acting in its capacities as such. Agreement shall mean this Credit Agreement, as amended, restated, supplemented or otherwise modified from time to time. Anti-Corruption Laws shall mean all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption, including, without limitation, the United States Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder. Anti-Money Laundering Laws shall mean any and all laws, statutes, regulations or obligatory government orders, decrees, ordinances or rules applicable to a Credit Party, its Subsidiaries or Affiliates related to terrorism financing or money laundering, including any applicable provision of the Patriot Act and The Currency and Foreign Transactions Reporting Act (also known as the Bank Secrecy Act, 31 U.S.C. SSSS 5311-5330 and 12 U.S.C. SSSS 1818(s), 1820(b) and 1951-1959). Applicable Law shall mean all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits, licenses, approvals, interpretations and orders of courts or Governmental Authorities and all orders and decrees of all courts and arbitrators. Applicable Margin shall mean the per annum rate determined as set forth below based on the Leverage Ratio as set forth below:

Definitions from Loan Agreement

THIS LOAN AGREEMENT (this Agreement) dated as of December 2, 2015, as amended September 16, 2016, by and among (i) EQUITY ONE, INC., a corporation formed under the laws of the State of Maryland (the Borrower), (ii) each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 13.6 (the Lenders), (iii) PNC BANK, NATIONAL ASSOCIATION, as administrative agent (the Administrative Agent), (iv) WELLS FARGO BANK, NATIONAL ASSOCIATION and U.S. BANK NATIONAL ASSOCIATION (US Bank) as syndication agents (the Syndication Agents), (v) PNC CAPITAL MARKETS LLC, a Delaware limited liability company, WELLS FARGO SECURITIES, LLC and U.S. Bank as joint lead arrangers and joint book runners (in such capacities, the Lead Arrangers) and (vi) TD BANK, N.A., as documentation agent (the Documentation Agent).

Definitions. In addition to terms defined elsewhere herein, the following terms shall have the following meanings for the purposes of this Agreement: Accepting Lender has the meaning given to such term in Section 13.7(a). Accession Agreement means an Accession Agreement substantially in the form of Annex I to the Guaranty. Adjusted EBITDA means, for any given period, (a) the EBITDA of the Borrower and its Subsidiaries determined on a consolidated basis for such period, minus (b) Capital Reserves. Adjusted EBITDA shall include revenue from dividends paid from Marketable Securities, provided, however, that any such revenue which is paid on other than a quarterly basis shall be, for purposes of calculating EBITDA, allocated (as applicable) over a four-quarter period as if such revenue were paid quarterly. Administrative Agent has the meaning set forth in the introductory paragraph hereof and shall include any successor Administrative Agent appointed pursuant to Section 12.10. Administrative Questionnaire means the Administrative Questionnaire completed by each Lender and delivered to the Administrative Agent in a form supplied by the Administrative Agent to the Lenders from time to time. Affected Lender has the meaning given that term in Section 5.3. 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. In no event shall the Administrative Agent or any Lender be deemed to be an Affiliate of the Borrower. Agreement has the meaning set forth in the introductory paragraph hereof. Agreement Date means the date as of which this Agreement is dated. Anti-Corruption Laws means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption. Anti-Terrorism Law means any requirement of Law related to money laundering or financing terrorism including the Patriot Act, The Currency and Foreign Transactions Reporting Act (also known as the Bank Secrecy Act, 31 U.S.C. SSSS 5311-5330 and 12 U.S.C. SSSS 1818(s), 1820(b) and 1951-1959), the Trading With the Enemy Act (50 U.S.C. SS 1 et seq., as amended) and Executive Order 13224 (effective September 24, 2001). Applicable Law means all international, foreign, federal, state and local statutes, treaties, rules, regulations, ordinances, codes, executive orders, and administrative or judicial precedents or authorities of one or more Governmental Authorities having jurisdiction over the conduct of Borrowers or its Subsidiaries business or ownership of their respective Property, including the interpretation or administration thereof by any such Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any such Governmental Authority. Applicable Margin means, with respect to the LIBOR Rate Option or the Base Rate Option, as applicable, the percentage rate set forth below corresponding to the level (each a Level) into which the Borrowers Credit Rating then falls. As of the Agreement Date, the Applicable Margin is determined based on Level III. Any change in the Borrowers Credit Rating which would cause it to move to a different Level shall be effective as of the first day of the first calendar month immediately following receipt by the Administrative Agent of written notice delivered by the Borrower in accordance with Section 9.4(k) that the Borrowers Credit Rating has changed; provided, however, if the Borrower has not delivered the notice required by Section 9.4(k) but the Administrative Agent becomes aware that the Borrowers Credit Rating has changed, then the Administrative Agent may, in its sole discretion, adjust the Level effective as of the first day of the first calendar month following the date the Administrative Agent becomes aware that the Borrowers Credit Rating has changed. During any period that the Borrower has received two Credit Ratings that are not equivalent, the Applicable Margin shall be determined based on the Level corresponding to the higher of such two Credit Ratings. During any period that the Borrower has received more than two Credit Ratings and such Credit Ratings are not equivalent, then the Applicable Margin shall be determined based upon the highest Credit Rating, unless there is a difference of more than one Level between the highest and lowest of such Credit Ratings, in which case the Level that is the average of the two highest Credit Ratings shall apply (and if such average is not a recognized Credit Rating category in the table below, then the Level of the second highest Credit Rating of the three shall apply). During any period for which the Borrower has received a Credit Rating from only one Rating Agency, then the Applicable Margin sh

Definitions from Amended and Restated Credit Agreement

THIS FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (this Agreement) dated as of September 16, 2016, by and among EQUITY ONE, INC., a corporation formed under the laws of the State of Maryland (the Borrower), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 13.6 (the Lenders), WELLS FARGO BANK, NATIONAL ASSOCIATION, as contractual representative of the Lenders under this Agreement (in such capacity, the Administrative Agent), PNC BANK, NATIONAL ASSOCIATION, as syndication agent (the Syndication Agent), WELLS FARGO SECURITIES, LLC, a Delaware limited liability company, PNC CAPITAL MARKETS LLC, a Delaware limited liability company, U.S. BANK NATIONAL ASSOCIATION, a national banking association and TD SECURITIES (USA) LLC, a national banking association, as joint lead arrangers and joint book runners (in such capacities, the Lead Arrangers), and U.S. BANK NATIONAL ASSOCIATION, SUNTRUST BANK, BRANCH BANKING AND TRUST CO

Definitions. In addition to terms defined elsewhere herein, the following terms shall have the following meanings for the purposes of this Agreement: Absolute Rate has the meaning given that term in Section 2.3(c)(ii)(C). Absolute Rate Auction means a solicitation of Bid Rate Quotes setting forth Absolute Rates pursuant to Section 2.3. Absolute Rate Loan means a Bid Rate Loan, the interest rate on which is determined on the basis of an Absolute Rate pursuant to an Absolute Rate Auction. Accession Agreement means an Accession Agreement substantially in the form of Annex I to the Guaranty. Additional Costs has the meaning given that term in Section 5.1(b). Adjusted EBITDA means, for any given period, (a) the EBITDA of the Borrower and its Subsidiaries determined on a consolidated basis for such period, minus (b) Capital Reserves. Adjusted EBITDA shall include revenue from dividends paid from Marketable Securities, provided, however, that any such revenue which is paid on other than a quarterly basis shall be, for purposes of calculating EBITDA, allocated (as applicable) over a four-quarter period as if such revenue were paid quarterly. Administrative Agent has the meaning set forth in the introductory paragraph hereof and shall include any successor Administrative Agent appointed pursuant to Section 12.10. Administrative Questionnaire means the Administrative Questionnaire completed by each Lender and delivered to the Administrative Agent in a form supplied by the Administrative Agent to the Lenders from time to time. Affected Lender has the meaning given that term in Section 5.6. 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. In no event shall the Administrative Agent or any Lender be deemed to be an Affiliate of the Borrower. Agreement has the meaning set forth in the introductory paragraph hereof. Agreement Date means the date as of which this Agreement is dated. Anti-Corruption Laws means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption. Anti-Terrorism Law means any requirement of Law related to money laundering or financing terrorism including the Patriot Act, The Currency and Foreign Transactions Reporting Act (also known as the Bank Secrecy Act, 31 U.S.C. SSSS 5311-5330 and 12 U.S.C. SSSS 1818(s), 1820(b) and 1951-1959), the Trading With the Enemy Act (50 U.S.C. SS 1 et seq., as amended) and Executive Order 13224 (effective September 24, 2001). Applicable Facility Fee means the percentage set forth in the table below corresponding to the Level at which the Applicable Margin is determined in accordance with the definition thereof:

Definitions from Second Amended and Restated Credit Agreement

SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 6, 2016, by and among MERIT MEDICAL SYSTEMS, INC., a Utah corporation, as Borrower, the lenders who are party to this Agreement pursuant to the terms hereof, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders.

Definitions. The following terms when used in this Agreement shall have the meanings assigned to them below:"Administrative Agent" means Wells Fargo, in its capacity as Administrative Agent hereunder, and any successor thereto appointed pursuant to Section 13.6."Administrative Agent's Office" means, with respect to any currency, the office of the Administrative Agent specified in or determined in accordance with the provisions of Section 14.1(c), with respect to such currency."Administrative Questionnaire" means an administrative questionnaire in a form supplied by the 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. Notwithstanding the foregoing, none of the Administrative Agent, the Arranger, the Lenders, the Issuing Lender, the L/C Participants, the Revolving Credit Lenders, the Term Loan Lenders or the Swingline Lender shall be an Affiliate of a Person solely because of the provisions of the Loan Documents."Agreement" means this Second Amended and Restated Credit Agreement."Alternative Currency" means (a) each of (i) Euro and (ii) Sterling, in each case to the extent such currencies (A) are freely transferable and convertible into Dollars, (B) are dealt with in the London interbank deposit market and (C) are not subject to any requirement by any central bank or other governmental authorization in the country of issue of such currency to give authorization for the use of such currency by any Lender for making Loans unless such authorization has been obtained and remains in full force and effect and (b) each other currency (other than Dollars) that is approved in accordance with Section 1.13."Alternative Currency Equivalent" means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the Administrative Agent at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars."Alternative Currency Sublimit" means the lesser of (a) $15,000,000 and (b) the Revolving Credit Commitment."Anti-Corruption Laws" means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption, including, without limitation, the United States Foreign Corrupt Practices Act of 1977, and the rules and regulations thereunder."Anti-Money Laundering Laws" means any and all laws, statutes, regulations or obligatory government orders, decrees, ordinances or rules applicable to a Credit Party, its Subsidiaries or Affiliates related to terrorism financing or money laundering, including any applicable provision of the Patriot Act and The Currency and Foreign Transactions Reporting Act (also known as the "Bank Secrecy Act," 31 U.S.C. SSSS 5311-5330 and 12U.S.C. SSSS 1818(s), 1820(b) and 1951-1959). "Applicable Law" means all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits, licenses, approvals, interpretations and orders of courts or Governmental Authorities and all orders and decrees of all courts and arbitrators."Applicable Margin" means the corresponding percentages per annum as set forth below based on the Consolidated Total Leverage Ratio:

Definitions from Financing Agreement

Financing Agreement, dated as of August 19, 2014, by and among TPI Composites, Inc., a Delaware corporation (the Parent), each subsidiary of the Parent listed as a Borrower on the signature pages hereto (together with the Parent and each other Person that executes a joinder agreement and becomes a Borrower hereunder, each a Borrower and collectively, the Borrowers), each subsidiary of the Parent listed as a Guarantor on the signature pages hereto (together with the Parent and each other Person that executes a joinder agreement and becomes a Guarantor hereunder or otherwise guaranties all or any part of the Obligations (as hereinafter defined), each a Guarantor and collectively, the Guarantors), the lenders from time to time party hereto (each a Lender and collectively, the Lenders), Highbridge Principal Strategies, LLC, a Delaware limited liability company (Highbridge), as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the

Definitions. As used in this Agreement, the following terms shall have the respective meanings indicated below: A/R Financing Party means any of TPI Mexico, LLC, TPI China, LLC and TPI Turkey, LLC and each of their respective Subsidiaries. Account Debtor means, with respect to any Person, each debtor, customer or obligor in any way obligated on or in connection with any Account of such Person. Acquisition means the acquisition (whether by means of a merger, consolidation or otherwise) of all of the Equity Interests of any Person or all or substantially all of the assets of (or any division or business line of) any Person. Action has the meaning specified therefor in Section 12.12. Additional Amount has the meaning specified therefor in Section 2.09(a). Adjusted Consolidated Net Income means, with respect to any Person for any period, Consolidated Net Income of such Person and its Subsidiaries for such period, adjusted in accordance with Schedule 1.01(B) consistent with past practice. Administrative Agent has the meaning specified therefor in the preamble hereto. Administrative Agents Account means an account at a bank designated by the Administrative Agent from time to time as the account into which the Loan Parties shall make all payments to the Administrative Agent for the benefit of the Agents and the Lenders under this Agreement and the other Loan Documents. Administrative Borrower has the meaning specified therefor in Section 4.05. Affiliate means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries, controls, 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 Equity Interests having ordinary voting power for the election of members of the Board of Directors of such Person or (b) direct or cause the direction of the management and policies of such Person whether by contract or otherwise. Notwithstanding anything herein to the contrary, in no event shall any Agent or any Lender be considered an Affiliate of any Loan Party. Agent has the meaning specified therefor in the preamble hereto. Agreement means this Financing Agreement, including all amendments, modifications and supplements and any exhibits or schedules to any of the foregoing, and shall refer to the Agreement as the same may be in effect at the time such reference becomes operative. Anti-Corruption Laws has the meaning specified therefor in Section 6.01(z). Anti-Money Laundering and Anti-Terrorism Laws means any Requirement of Law relating to terrorism, economic sanctions or money laundering, including, without limitation, (a) the Money Laundering Control Act of 1986 (i.e., 18 U.S.C. SSSS 1956 and 1957), (b) the Bank Secrecy Act of 1970 (31 U.S.C. SSSS 5311-5330 and 12 U.S.C. SSSS 1818(s), 1820(b) and 1951-1959), and the implementing regulations promulgated thereunder, (c) the USA PATRIOT Act and the implementing regulations promulgated thereunder, (d) the laws, regulations and Executive Orders administered by the United States Department of the Treasurys Office of Foreign Assets Control (OFAC), (e) any law prohibiting or directed against terrorist activities or the financing or support of terrorist activities (e.g., 18 U.S.C. SSSS 2339A and 2339B), and (f) any similar laws enacted in the United States or any other jurisdictions in which the parties to this Agreement operate, as any of the foregoing laws have been, or shall hereafter be, amended, renewed, extended, or replaced and all other present and future legal requirements of any Governmental Authority governing, addressing, relating to, or attempting to eliminate, terrorist acts and acts of war and any regulations promulgated pursuant thereto. Applicable Margin means, as of any date of determination, with respect to the interest rate of (a) any Reference Rate Loan or any portion thereof, 8.00%, and (b) any LIBOR Rate Loan or any portion thereof, 8.00%. Applicable Prepayment Premium means, as of any date of determination, with respect to any payment of the Term Loan (other than any payment made pursuant to Section 2.03, Section 2.05(c)(i), Section 2.05(c)(ii) and Section 2.05(c)(iv)), an amount equal to (i) during the period of time from and after the Effective Date up to and including the date that is the first anniversary of the Effective Date, the Make-Whole Premium; provided, that no Make-Whole Premium shall be required if both (A) such prepayment of the Loans is made in connection with an initial public offering of Equity Interests by the Parent or any direct or indirect parent of the Parent and (B) Highbridge or any of its Affiliates or Related Funds is the provider of the replacement financing facilities entered into in connection therewith, (ii) during the period of time after the date that is the first anniversary of the Effective Date up to and including the date that is the second anniversary

Definitions from Credit Agreement

CREDIT AGREEMENT, dated as of June 15, 2016, by and among KORN/FERRY INTERNATIONAL, a Delaware corporation, as Borrower, the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders.

Definitions. The following terms when used in this Agreement shall have the meanings assigned to them below: Acquisition means any transaction, or any series of related transactions, consummated on or after the date of this Agreement, by which the Borrower or any of its Material Subsidiaries (or any Subsidiary that after giving effect to such transaction would be a Material Subsidiary) (a) acquires all or substantially all of the assets of any Person, or a division or business unit thereof or location which such Person does business, whether through purchase of assets, merger or otherwise or (b) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors or the equivalent governing body (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage or voting power) of the outstanding ownership interests of a partnership or limited liability company. Administrative Agent means Wells Fargo, in its capacity as Administrative Agent hereunder, and any successor thereto appointed pursuant to Section 11.6. Administrative Agents Office means the office of the Administrative Agent specified in or determined in accordance with the provisions of Section 12.1(c). Administrative Questionnaire means an administrative questionnaire in a form supplied by the 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. Agent Parties has the meaning assigned thereto in Section 12.1(e). Agreement means this Credit Agreement. Alternative Currency means (a) the euro, (b) Pounds Sterling and (c) with the prior written consent of the Administrative Agent and the applicable Issuing Lender, such consents not to be unreasonably withheld or delayed, any other lawful currency (other than Dollars); provided that in each case of (a) through (c) above, such currency is freely transferable and convertible into Dollars in the United States currency market and freely available to the applicable Issuing Lender in the London (or other applicable) interbank deposit market. Alternative Currency Letter of Credit means any Letter of Credit denominated in an Alternative Currency and Alternative Currency Letters of Credit means the collective reference to all Letters of Credit denominated in an Alternative Currency. Anti-Corruption Laws means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption, including, without limitation, the United States Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder. Anti-Money Laundering Laws means any and all laws, statutes, regulations or obligatory government orders, decrees, ordinances or rules applicable to a Credit Party, its Subsidiaries or Affiliates related to terrorism financing or money laundering, including any applicable provision of the Patriot Act and The Currency and Foreign Transactions Reporting Act (also known as the Bank Secrecy Act, 31 U.S.C. SSSS 5311-5330 and 12U.S.C. SSSS 1818(s), 1820(b) and 1951-1959). Applicable Law means all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits, licenses, approvals, interpretations and orders of Governmental Authorities and all orders and decrees of all courts and arbitrators. Applicable Margin means the corresponding percentages per annum as set forth below based on the Consolidated Total Leverage Ratio: