4 Uses in CERTAIN DEFINITIONS Clause

CERTAIN DEFINITIONS from Membership Interest Purchase Agreement

This Membership Interest Purchase Agreement (this Agreement) is made and entered into as of July 25, 2016, by and among Waterton Precious Metals Fund II Cayman, LP, a Cayman Islands exempted limited partnership (Seller Parent), Waterton Nevada Splitter, LLC, a Nevada limited liability company (Seller), Klondex Holdings (USA) Inc., a Nevada corporation (Buyer), and Klondex Mines Ltd., a British Columbia corporation (Buyer Parent). Buyer and Buyer Parent sometimes are referred to in this Agreement collectively as the Buyer Parties and each individually as a Buyer Party. Seller Parent, Seller and the Buyer Parties sometimes are referred to in this Agreement collectively as the Parties and each individually as a Party.

CERTAIN DEFINITIONS. As used in this Agreement, the following terms, whether in singular or plural forms, shall have the following meanings: Affiliate means with respect to any Person, any other Person controlling, controlled by or under common control with such Person, with control for such purpose meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities or voting interests, by contract or otherwise. Affiliate Debt means the indebtedness of the Company to its Affiliates as of the date of this Agreement, as set forth on Schedule 1.1. Business means the ownership of the Hollister Mine and the Esmeralda Mine. Business Day means any day other than Saturday, Sunday or a day on which banking institutions in Toronto, Ontario or Reno, Nevada are required or authorized to be closed. CFIUS Approval means (i) Buyer and Seller shall have received a written notification from CFIUS that it has determined that (A) the acquisition of the Company by the Buyer is not a covered transaction under Section 721; or (B) it has concluded its review (and any applicable investigation) under Section 721 and has determined that there are no unresolved national security concerns with respect to the acquisition of the Company by the Buyer, (ii) the parties shall have received a decision by the President of the United States not to suspend, restrict or prohibit the transactions contemplated by this Agreement, or (iii) the President of the United States, having received a report from CFIUS, has not taken any action within 15 days after having received such report. Closing Date means the date on which Closing occurs. Code means the U.S. Internal Revenue Code of 1986, as amended. Contract means any written contract, mortgage, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or other instrument, document, obligation or agreement, and any oral obligation, right or agreement. Development Costs means all outstanding payables and other liabilities of the Company or Rock Creek to Seller, Seller Parent, EMG, Waterton Global Resource Management, Inc. or their respective Affiliates, including but not limited to those relating to legal, labour, powerline design, project supervision, environmental, permitting and commissioning costs, that are attributable to development activities, including but not limited to costs relating to transmission lines on or adjacent to the properties of the Company or Rock Creek, prior to Closing. EMG means Elko Mining Group LLC, a Nevada limited liability company. Encumbrance means any security interest, lien, mortgage, indenture, pledge, charge, right of first refusal, easement, lease or sub-lease, right of way, encroachment, deed of trust, restriction on transferability or other similar restriction, option or other encumbrance, whether imposed by agreement, law or otherwise, whether of record or otherwise, together with any agreement to grant any of the foregoing rights or interests. Environmental Law means any Legal Requirement aimed at or in any way relating to pollution, protection or conservation of public health, safety or welfare or the environment, including those relating to emissions, discharges, Releases or threatened Releases of Regulated Substances into the environment (including ambient air, surface water, ground water or land), or otherwise relating to the manufacture, processing, distribution, use, reuse, recycling, treatment, storage, disposal, transport or handling of Regulated Substances, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. SS 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. App. SS 1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. SS 6901 et seq.), the Clean Water Act (33 U.S.C. SS 1251 et seq.), the Clean Air Act (42 U.S.C. SS 7401 et seq.) the Toxic Substances Control Act (15 U.S.C. SS 2601 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. SS 136 et seq.), the Emergency Planning and Community Right to Know Act (42 U.S.C. SS 11001 et seq.), and the Safe Drinking Water Act (42 U.S.C. SS 300 et seq.), and all counterpart or other similar Nevada laws, as each has been or may be amended, and the regulations promulgated pursuant thereto. Environmental Liabilities means all liabilities and obligations (i) for the Reclamation of any of the Properties or with respect to any Remedial Action in connection with any of the Properties or the Business, and (ii) associated with noncompliance with Environmental Laws (including fines, penalties, damages and remedies) with respect to any of the Properties or the Business, in each case regardless of when the operations or activities which gave rise to such liabilities or obligations occurred or arose. Esmeralda Royalty means the 3% Net Smelter Returns Royalty on all mi

Certain Definitions from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER, dated as of May 18, 2016 (this Agreement), is made by and among LifeStorage, LP, a Delaware limited partnership (the Company), Sovran Acquisition Limited Partnership, a Delaware limited partnership (Parent), Solar Lunar Sub LLC, a Delaware limited liability company (Merger Sub), and, solely in its capacity as the Sellers representative, Fortis Advisors LLC, a Delaware limited liability company (the Representative). The Company, the Representative, Parent and Merger Sub shall be referred to herein from time to time individually as a Party and collectively as the Parties.

Certain Definitions. As used in this Agreement, the following terms have the respective meanings set forth below. Advisory Agreement means that certain Amended and Restated Advisory Agreement, dated October 2, 2014, by and among the Company, Storage UPREIT Advisors, LLC, Steven Fink and Robert Wallace, as amended, modified or supplemented from time to time. Affiliate means, with respect to any Person, any other Person who directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first specified Person. The term control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by Contract or otherwise, and the terms controlled and controlling have meanings correlative thereto. Affiliated Persons has the meaning set forth in Section 10.15. Aggregate Warrant Exercise Price means, for each Company Warrant, the aggregate dollar amount that would be paid to the Company in respect of such Company Warrant (assuming payment in full of the Exercise Price for all Series T-2 Units into which such Company Warrant could have been converted immediately prior to the Effective Time) had such Company Warrant been exercised in full by the applicable Warrant Holder in accordance with the terms thereof. Aggregate Warrant Per Unit Payment means the product of (i) the applicable Per Unit Payment for a Unit issuable upon exercise of a Company Warrant immediately prior to the Effective Time multiplied by (ii) the aggregate number of Units into which all Company Warrants would have been converted had all Company Warrants been exercised in full immediately prior to the Effective Time. Agreement has the meaning set forth in the introductory paragraph to this Agreement. Ancillary Documents has the meaning set forth in Section 4.3. Base Purchase Price means $866,200,000.00. Book Entry Units has the meaning set forth in Section 3.5. Business Day means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York and Sacramento, California are open for the general transaction of business. Certificate of Merger has the meaning set forth in Section 2.3. Claim has the meaning set forth in Section 9.1(a)(iii). Closing has the meaning set forth in Section 2.2. Closing Date has the meaning set forth in Section 2.2. Closing Statement has the meaning set forth in Section 2.10(a). COBRA has the meaning set forth in Section 6.9(d). Code means the Internal Revenue Code of 1986, as amended. Common Units has the meaning set forth in the Partnership Agreement. Company has the meaning set forth in the introductory paragraph to this Agreement. Company Leased Real Property has the meaning set forth in Section 4.17(c). Company Material Adverse Effect means any change, event or effect that, has a material adverse effect upon the financial condition, business, or results of operations of the Group Companies, taken as a whole, or (ii) will prevent the Group Companies from performing their material obligations hereunder or consummating the Merger or any of the transactions contemplated by this Agreement; provided, however, that any change, event or effect arising from or related to any of the following shall not be taken into account in determining whether a Company Material Adverse Effect has occurred: (a) conditions affecting the United States or global economy generally, (b) any earthquake, weather condition or other natural disaster or national or international political or social conditions, including acts of terrorism, sabotage, war or the outbreak or escalation of hostilities, (c) any conditions affecting United States or global credit, debt, capital, banking, securities or financial markets generally (including any disruption thereof, changes in interest or exchange rates), (d) proposed or actual changes in GAAP) or any interpretation thereof, (e) any proposed or actual changes in Law or any interpretation thereof, (f) any change that is generally applicable to the industry in which the Group Companies operate, (g) the public announcement of the transactions contemplated by this Agreement, (h) any failure by the Group Companies to meet any internal or published projections, forecasts or revenue or earnings predictions (although the underlying facts and circumstances resulting in such failure may be taken into account unless otherwise excluded from this definition of Company Material Adverse Effect), (i) the taking of any action expressly required by this Agreement and/or the Ancillary Documents, including the completion of the transactions contemplated hereby and thereby, or (j) any action taken at the written request of Parent or Merger Sub or with Parents or Merger Subs consent, which, in the case of each of clauses (a) through (e) do not materially disproportionately affect the Group Companies, taken as a whole, relative to other participants in the

Certain Definitions from Warrant Agreement

Warrant Agreement (as it may be amended from time to time, this "Warrant Agreement"), dated as of April 22, 2016, between Swift Energy Company, a Delaware corporation (the "Company"), and American Stock Transfer & Trust Company, LLC, a New York State chartered limited purpose trust company (the "Warrant Agent").

Certain Definitions. As used in this Warrant Agreement, the following terms shall have their respective meanings set forth below:"2019 Global Warrant" means a 2019 Warrant in the form of a Global Warrant Certificate."2020 Global Warrant" means a 2020 Warrant in the form of a Global Warrant Certificate. - 1 - "2019 Global Warrant Certificate" means any certificate representing the 2019 Warrants satisfying the requirements set forth in Section 2.04."2020 Global Warrant Certificate" means any certificate representing the 2020 Warrants satisfying the requirements set forth in Section 2.04."2019 Exercise Price" means $80.00 per share."2020 Exercise Price" means $86.18 per share, determined assuming the full exercise of the 2019 Warrants."2019 Expiration Date" means the Close of Business on April 22, 2019."2020 Expiration Date" means the Close of Business on April 22, 2020."2019 Warrants" means the warrants of the Company which expire on the 2019 Expiration Date, are exercisable for a single Common Share as provided herein and are issued pursuant to this Warrant Agreement with the terms, conditions and rights set forth herein."2020 Warrants" means the warrants of the Company which expire on the 2020 Expiration Date, are exercisable for a single Common Share as provided herein and are issued pursuant to this Warrant Agreement with the terms, conditions and rights set forth herein. "Affiliate" shall mean, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such first specified Person. For the purposes of this definition, "control" when used with respect to any 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, and the terms "controlling" and "controlled" have meanings correlative to the foregoing."Affiliated Buyer" means, with respect to an Asset Sale or tender offer, any Person (i) who is an Affiliate of the Company, (ii) who is an officer, director, employee or member of the Company or any Affiliate of the Company, or (iii) a majority of which Person's total outstanding equity, upon consummation of such transaction, is held by Persons who are equity holders in the Company immediately prior to the consummation of such transaction. "Appropriate Officer" has the meaning set forth in Section 2.02(a). "Asset Sale" has the meaning set forth in Section 4.06(c)."Authentication Order" means a Company Order for authentication and delivery of the Warrants. "Bankruptcy Code" has the meaning set forth in the Recitals.- 2 - "Beneficial Owner" means any Person beneficially owning an interest in a Global Warrant, which interest is credited to the account of a direct participant in the Depository for the benefit of such Person through the book-entry system maintained by the Depositary (or its agent)). For the avoidance of doubt, a Participant may also be a Beneficial Owner."Board" means the board of directors of the Company or any committee of such board duly authorized to exercise the power of the board of directors with respect to the matters provided for in this Warrant Agreement as to which the board of directors is authorized or required to act."Business Day" means any day other than (x) a Saturday or Sunday or (y) any day which is a legal holiday in the State of New York or a day on which banking institutions and trust companies in the state in which the Warrant Agent is located are authorized or obligated by Law, regulation or executive order to close."Cash" means such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts."Change of Control" means (i) any person or group (within the meaning of Sections 13(d)(3) or 14(d)(2) of the Exchange Act) (other than an Excluded Person, the Company, any trustee or other fiduciary holding securities under any employee benefit plan of the Company, or any company owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of Common Shares of the Company or pursuant to an Exempt Transaction), becomes the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company's then outstanding Voting Securities; (ii) the consummation of a merger, reorganization or consolidation of the Company or a direct or indirect subsidiary of the Company with, another Person (other than an Exempt Transaction); (iii) the consummation of a sale, disposition or other change in ownership of assets of the Company and/or any of its direct and indirect subsidiaries having a value constituting at least 50% of the total gross fair market value of all of the assets of the Company and its direct and indirect subsidiaries (on

Certain Definitions from Membership Interest Purchase Agreement

This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this Agreement), dated as of January 8, 2016 is between UCG Holdings Limited Partnership, a Maryland limited partnership (the Seller) and IHS Global Inc., a Delaware corporation (the Buyer).

Certain Definitions. For purposes of this Agreement, the following terms shall have the meanings specified in this Section 1.1: Affiliate means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, and the term control (including the terms controlled by and under common control with) 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 ownership of voting securities, by contract or otherwise. Bonus Plans means the Oil Price Information Service, LLC 2014 Bonus Plan and the Oil Price Information Service, LLC 2015 Bonus Plan. Business means, the Companys and any of the Company Subsidiaries provision of pricing data, benchmarks, news, analytics, information, conferences and software relating to the institutional global refined petroleum markets. Business shall specifically exclude the businesses operated by the Excluded Subsidiaries. Business Day means any day of the year on which national banking institutions in the State of New York are open to the public for conducting business and are not required or authorized to close. Change in Control Payments means any severance, change of control, bonus, noncompetition, retention, stay put or similar payments (including without limitation pursuant to the arrangements listed on Schedule 4.15(e) and Schedule 4.15(i) and under the Bonus Plans) payable to any Persons, including without limitation Employees and other current or former service providers of the Company and the Company Subsidiaries, in connection with or as a result of the execution of this Agreement or the other agreements contemplated hereby or the consummation of the transactions contemplated hereby and thereby, together with all employment or payroll Taxes with respect to such payments. Closing Indebtedness means all Indebtedness as of immediately prior to the Closing. Closing Working Capital Target means Nine Million Two Hundred Twenty Three Thousand Six Hundred Fifteen Dollars ($9,223,615). Code shall mean the Internal Revenue Code of 1986, as amended. Company Subsidiaries means, collectively, Axxis Software, LLC, a Maryland limited liability company, Oil Price Information Service-Asia Pte, Ltd., a Singapore private company limited by shares, PointLogic Energy, LLC, a Maryland limited liability company, NAVX, S.A.S a simplified joint stock company organized under the laws of France, and OPISNAVX Content Factory SRL, a limited liability company organized under the laws of Romania. Consulting Services Agreement means the Consulting Services Agreement dated March 1, 2013 by and between GasBuddy/OpenStore, LLC and Tundra Development Limited (f/k/a GB Internet Solutions Inc.). Contract means any contract, indenture, note, bond, lease, license, commitment, instrument or other agreement to which the Company or any Company Subsidiary is a party, by which it or its assets (excluding the ownership interests in the Excluded Subsidiaries) are bound or which is related to the Business or the assets of the Company (excluding the ownership interests in the Excluded Subsidiaries) or any Company Subsidiary. Current Assets means those current assets of the Company and the Company Subsidiaries identified on Exhibit B, on a consolidated basis, as determined in accordance with GAAP (except as modified as set forth on Exhibit B). Current Liabilities means those current liabilities of the Company and the Company Subsidiaries identified on Exhibit B, on a consolidated basis, as determined in accordance with GAAP (except as modified as set forth on Exhibit B); provided, however, Current Liabilities shall not include any Closing Indebtedness or any Deferred Revenue. Deferred Revenue means deferred subscription revenue or other deferred revenues which are comprised of payments made or to be made by the Companys or any Company Subsidiarys customers for goods and services where such goods or services are to be delivered or provided after the Closing. Environmental Law means any Law or other legal requirement in effect on or prior to the Closing relating to the protection of the environment, natural resources or wildlife or discharges of Hazardous Materials. Escrow Agent means SunTrust Bank, or if SunTrust Bank is unable or unwilling to serve as escrow agent under the Escrow Agreement, such other financial institution that is mutually acceptable to Buyer and Seller. Escrow Agreement means the escrow agreement to be entered into at Closing by the Buyer, Seller and the Escrow Agent in customary form as mutually agreed by Buyer, Seller and the Escrow Agent. Exchange Act means the Securities Exchange Act of 4-uses-in-certain-definitions-clause" title="Click to see all 1934 (date) values">1934, as amended, and the rules and regulations promulgated thereunder. Excluded Subsidiaries means, together, GasBuddy/OpenStore, LLC, a Maryland limited liability company, and GB Internet Solutions, LLC, a Maryland limit

Certain Definitions from Warrant Agreement

This Warrant Agreement (Warrant Agreement), dated as of September 30, 2014, is between Good Technology Corporation, a Delaware corporation (the Company), and U.S. Bank National Association (the Warrant Agent).

Certain Definitions. As used in this Warrant Agreement, the following terms shall have their respective meanings set forth below: $ refers to such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts. All Stock Post-Qualified IPO Change of Control Event has the meaning set forth in Section 4.01. Adjustment Event has the meaning set forth in Section 5.07. Agent Members has the meaning set forth in Section 2.06(c). Anniversary Date has the meaning set forth in Section 4.01. Authentication Order means a Company Order for authentication and delivery of Warrants. Black-Scholes Based Redemption Amount shall mean: (a) for purposes of calculating the Redemption Price in respect of a Warrant in connection with a mandatory redemption as a result of a Post-Qualified IPO Change of Control Event pursuant to Section 4.02, an amount in Cash equal to the Black-Scholes Warrant Value, calculated as of the last Trading Day prior to consummation of the applicable Post-Qualified IPO Change of Control Event, and (b) for purposes of calculating the Redemption Price in respect of a Warrant in connection with a redemption at the option of the Company pursuant to Section 4.01(b), an amount in Cash equal to the Black-Scholes Warrant Value of a Warrant calculated as of the last Trading Day prior to the date of notice of redemption in respect of such Redemption. Black-Scholes Warrant Value as of any date, shall mean the value of a Warrant to purchase one share of Common Stock (as determined in good faith by the Board of Directors after consultation with an independent investment bank, independent valuation firm or other qualified financial institution selected by the Board of Directors) and shall be determined by customary investment banking practices using the Standard Black-Scholes Model. For purposes of calculating such amount, (a) the term of the Warrants will be the period from the date of determination until the scheduled Expiration Date, (b) the price of each share of Common Stock will be the Current Market Price as of the date of determination, (c) the assumed volatility will be 45-uses-in-certain-definitions-clause" title="Click to see all 45% (percent) values">45%, (d) the assumed dividend will be zero, and (e) the assumed risk free rate will be the risk free rate of U.S. Treasuries whereby the maturity matches most closely with the maturity of the Warrants. Board of Directors means the board of directors of the Company or any committee of such board of directors duly authorized to exercise the power of such board of directors with respect to the matters provided for in this Warrant Agreement as to which the board of directors is authorized or required to act. Board Resolution means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Warrant Agent. Business Day means any day other than a Saturday or Sunday or other than a day on which banking institutions in New York City, New York or the Warrant Agent are authorized or obligated by law or executive order to close. Capital Stock means any and all shares, interests, participations or other equivalents (however designated) of capital stock of the Company and all warrants or options to acquire such capital stock. Cash means such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts. Certificated Warrant means a Warrant represented by a Warrant Certificate, in definitive, fully registered form. Close of Business means 5:00 p.m., New York City time. Closing Date means September 30, 2014. Closing Sale Price means, as of any date, the last reported per share sales price of a share of Common Stock or any other security on such date (or, if no last reported sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices on such date) as reported on the Nasdaq Stock Market, or if the Common Stock or such other security is not listed on the Nasdaq Stock Market, as reported by the principal U.S. national or regional securities exchange or quotation system on which the Common Stock or such other security is then listed or quoted; provided, however, that in the absence of such quotations, the Company will make a good faith determination of the Closing Sale Price. If during a period applicable for calculating Closing Sale Price, an issuance, distribution, subdivision, combination or other transaction or event occurs that requires an adjustment to the Exercise Price or Number of Warrants pursuant to Article 5 hereof, Closing Sale Price shall be calculated for such period in a manner determined by the Company to appropriately reflect the impact of such issuance, distribution, subdivision or combination on the price of the Common Stock during such period. Common Stock means the common stoc

Certain Definitions from Amended and Restated Loan Agreement

This Second Amended and Restated Loan Agreement (as may be further amended, restated, modified or supplemented from time to time, Agreement), dated July 11, 2014, by and among Mastech Holdings, Inc., a Pennsylvania corporation (MHI), Mastech, Inc., a Pennsylvania corporation (MI), Mastech Alliance, Inc., a Pennsylvania corporation (MAI), and Mastech Trademark Systems, Inc., a Delaware corporation (MTSI) (MHI, MI, MAI and MTSI are each, a Borrower and collectively, the Borrowers), and PNC Bank, National Association (the Bank).

Certain Definitions. In addition to other words and terms defined elsewhere in this Agreement, the following words and terms have the following meanings, respectively, unless the context otherwise clearly requires: Acquisition shall mean 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 any Person, or any business or division of any Person, (b) the acquisition of in excess of fifty percent (50%) of the capital stock (or other equity interest) of any Person or (c) the acquisition of another Person by a merger or consolidation or any other combination with such Person. Acquisition Revolving Credit Advance shall mean a Revolving Credit Loan, the proceeds of which shall be used to finance, in whole or in part, a Converted Term Loan Acquisition. Affiliate shall mean any Person (i) which directly or indirectly controls, is controlled by, or is under common control with, any other Person, (ii) which beneficially owns or holds ten percent (10%) or more of any class of the voting interests or other equity interest of any other Person, or (iii) which is beneficially owned or held by ten percent (10%) or more of any class of voting interests or other equity interests of any other Person. The term control means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Agreement shall have the meaning specified in the Preamble hereof and shall include all schedules and exhibits hereto. Anti-Terrorism Laws shall mean any laws relating to terrorism, trade sanctions programs and embargoes, import/export licensing, money laundering or bribery, and any regulation, order, or directive promulgated, issued or enforced pursuant to such Laws, all as amended, supplemented or replaced from time to time. Applicable Base Rate Margin shall mean, as applicable, (i) the Applicable Revolving Credit Loan Base Rate Margin or (ii) the Applicable Converted Term Loan Base Rate Margin. Applicable Converted Term Loan Base Rate Margin shall have the meaning set forth in Section 2.03(a)(ii) hereof. Applicable Converted Term Loan Libor Rate Margin shall have the meaning set forth in Section 2.03(a)(ii) hereof. Applicable L/C Fee Percentage shall mean that as set forth in Section 2.07 hereof. Applicable Libor Rate Margin shall mean, as applicable, (i) the Applicable Revolving Credit Loan Libor Rate Margin or (ii) the Applicable Converted Term Loan Libor Rate Margin. Applicable Margin shall mean, as applicable, the Applicable Base Rate Margin or the Applicable Libor Rate Margin. Applicable Rate shall mean a rate per annum equal to (i) the Base Rate plus the Applicable Base Rate Margin, or (ii) the Libor Rate plus the Applicable Libor Rate Margin, as the case may be. Applicable Revolving Credit Base Rate Margin shall have the meaning set forth in Section 2.03(a)(ii) hereof. Applicable Revolving Credit Libor Rate Margin shall have the meaning set forth in Section 2.03(a)(ii) hereof. Authorized Representative shall mean John Cronin, Heather McClure, Jennifer Ford Lacey, D. Kevin Horner and each other Person designated from time to time, as appropriate, in writing by the Borrowers to the Bank for the purpose of giving notices of borrowing, renewal or conversion of Loans, which designation shall continue in full force and effect until terminated in writing by the Borrowers to the Bank. Bank shall have the meaning specified in the Preamble hereof, with an office at Three PNC Plaza, 225 Fifth Avenue, Fourth Floor, Pittsburgh, Pennsylvania 15222. Base Rate shall mean the greater of (i) the interest rate per annum announced from time to time by the Bank at its Office as its then prime rate, which rate may not be the lowest rate then being charged commercial borrowers by the Bank, or (ii) the Federal Funds Open Rate plus one-half of one percent (.50%) per annum. Base Rate Loan shall mean any Loan that bears interest with reference to the Base Rate. Borrower or Borrowers shall mean, singularly or collectively, as the context may require, MHI, MI, MAI and MTSI. Borrowing Base shall mean that as set forth in Section 2.01(c) hereof. Business Day shall mean a day of the year on which banks are not required or authorized to close in Pittsburgh, Pennsylvania and, if the applicable Business Day relates to a Libor Rate Loan, on which dealings are carried on in the London interbank eurodollar market. Capital Expenditure shall mean any expenditure made or liability incurred which is, in accordance with GAAP, treated as a capital expenditure and not as an expense item for the year in which it was made or incurred, as the case may be. Capital Lease shall mean any lease of any tangible or intangible property (whether real, personal or mixed), however denoted, which is required by GAAP to be reflected as a liability on the ba

Certain Definitions from Revolving Credit Facility Credit Agreement

THIS CREDIT AGREEMENT is dated as of January 18, 2013 and is made by and among INTERFACE SECURITY SYSTEMS, L.L.C., a Louisiana limited liability company (Interface), THE GREATER ALARM COMPANY, INC., a California corporation (GAC), WESTEC ACQUISITION CORP., a Delaware corporation (WAC), WESTEC INTELLIGENT SURVEILLANCE, INC., a Delaware corporation (WIS and, together with Interface, GAC, and WAC, each individually, a Borrower and collectively, the Borrowers), the GUARANTORS party hereto, the BANKS (as hereinafter defined), and CAPITAL ONE, N.A., in its capacity as administrative agent for the Banks under this Agreement (hereinafter referred to in such capacity as the Agent).

Certain Definitions. In addition to words and terms defined elsewhere in this Agreement, the following words and terms shall have the following meanings, respectively, unless the context hereof clearly requires otherwise: Acceptable Slow Pay Accounts shall mean customers with an RMR balance greater than ninety (90) days from the date of invoice who have made a payment or payments during the same ninety (90) day period equal to at least one (1) months RMR, provided that the balance on any RMR invoice for such a customer does not exceed one hundred and twenty (120) days from the date of invoice. For purposes of this definition, the aggregate Dollar amount of RMR associated with Acceptable Slow Pay Accounts may not exceed four percent (4-uses-in-certain-definitions-clause" title="Click to see all 4% (percent) values">4%) of the aggregate Dollar amount of Eligible RMR.

Certain Definitions from Revolving Credit Facility Credit Agreement

THIS CREDIT AGREEMENT is dated as of January 18, 2013 and is made by and among INTERFACE SECURITY SYSTEMS, L.L.C., a Louisiana limited liability company (Interface), THE GREATER ALARM COMPANY, INC., a California corporation (GAC), WESTEC ACQUISITION CORP., a Delaware corporation (WAC), WESTEC INTELLIGENT SURVEILLANCE, INC., a Delaware corporation (WIS and, together with Interface, GAC, and WAC, each individually, a Borrower and collectively, the Borrowers), the GUARANTORS party hereto, the BANKS (as hereinafter defined), and CAPITAL ONE, N.A., in its capacity as administrative agent for the Banks under this Agreement (hereinafter referred to in such capacity as the Agent).

Certain Definitions. In addition to words and terms defined elsewhere in this Agreement, the following words and terms shall have the following meanings, respectively, unless the context hereof clearly requires otherwise: Acceptable Slow Pay Accounts shall mean customers with an RMR balance greater than ninety (90) days from the date of invoice who have made a payment or payments during the same ninety (90) day period equal to at least one (1) months RMR, provided that the balance on any RMR invoice for such a customer does not exceed one hundred and twenty (120) days from the date of invoice. For purposes of this definition, the aggregate Dollar amount of RMR associated with Acceptable Slow Pay Accounts may not exceed four percent (4-uses-in-certain-definitions-clause" title="Click to see all 4% (percent) values">4%) of the aggregate Dollar amount of Eligible RMR.

Certain Definitions from Amended and Restated Loan Agreement

This Fifth Amended and Restated Loan Agreement is entered into as of May 30, 2014, among GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, GECC and in its capacity as agent for the Lenders (defined below), together with its successors, Agent), the financial institutions who are or hereafter become parties to this Agreement (together with GECC collectively, or individually, as the context may require, Lender), and VALLEY HEALTH HOLDINGS LLC, SKY HOLDINGS AZ LLC, TERRACE HOLDINGS AZ LLC, ENSIGN HIGHLAND LLC, PLAZA HEALTH HOLDINGS LLC, RILLITO HOLDINGS LLC, MEADOWBROOK HEALTH ASSOCIATES LLC, MOUNTAINVIEW COMMUNITYCARE LLC, CEDAR AVENUE HOLDINGS LLC, GRANADA INVESTMENTS LLC, each a Nevada limited liability company (each, a Borrower and collectively, the Borrowers).

Certain Definitions. As used herein, the following terms have the meanings indicated: Account Debtor means account debtor, as defined in Article 9 of the UCC, and any other obligor in respect of an Account. Accounting Period means (i) general accepted accounting principles of the Accounting Principles Board of the American Institute of Certified Public Accountants and the Financial Accounting Standards Board that are applicable on the date so indicated and consistently applied or (ii) if required by the United States Securities and Exchange Commission, International Financial Reporting Standards as adopted by the International Accounting Standards Board. ACH has the meaning assigned in Section 2.6(c) Additional Ten Project Loan Interest Rate has the meaning assigned to such term in Section 2.2(b). Additional Ten Project Loan has the meaning assigned to such term in Recital B. Additional Ten Project Loan Note has the meaning assigned to such term in Recital B. Adjusted Expenses means actual operating expenses related to the Projects, excluding any rent and interest paid and depreciation recorded by Operating Tenants on a stabilized accrual basis for the twelve (12) month period ended on the last day of the preceding calendar quarter (as reasonably adjusted by Agent), including: (i) recurring expenses as determined under GAAP, (ii) real estate taxes, (iii) management fees (whether paid or not) in an amount not less than five percent (5%) of effective gross income (or the actual management fee paid, if higher) and (iv) a replacement reserve (whether reserved or not) of not less than Four Hundred and No/100 Dollars (400-00-uses-in-certain-definitions-clause" title="Click to see all $400.00 (money) values">$400.00) per Residential Unit per annum. Adjusted Net Operating Income or ANOI means annualized Adjusted Revenue less Adjusted Expenses, based upon the financial reports provided by Borrowers under Article VII and approved by Agent in its reasonable discretion. Adjusted Revenue means revenues generated by the Operating Tenants at the Projects for the twelve (12) month period ended on the last day of the preceding calendar quarter, as determined under GAAP, but excluding (a) nonrecurring income and non-property related income (as determined by Agent in its sole discretion) and income from tenants that is classified as bad debt under GAAP, and (b) late fees and interest income; provided, however, if actual occupancy of the Projects, taken as a whole, exceeds 95%, Adjusted Revenue shall be proportionately reduced assuming an occupancy of 95%. Affected Lender has the meaning assigned in Section 2.11(a). Affiliate means, with respect to a particular Person, (a) any corporation in which such Person or any partner, shareholder, director, officer, member, or manager of such Person directly or indirectly owns or controls more than ten percent (10%) of the beneficial interest, (b) any general or limited partnership, joint venture, limited liability company or limited liability partnership in which such Person or any partner, shareholder, director, officer, member, or manager of such Person is a partner, joint venturer or member, (c) any trust as to which such Person or any partner, shareholder, director, officer, member or manager of such Person is a trustee or beneficiary, (d) any Person which is directly or indirectly owned or controlled by such Person or any partner, shareholder, director, officer, member or manager of such Person, (e) any partner, shareholder, director, officer, member, manager or employee of such Person, (f) any Person related by birth, adoption or marriage to any partner, shareholder, director, officer, member, manager, or employee of such Person. Each Loan Party shall be deemed an Affiliate of Borrowers. Agent has the meaning assigned to such term in the introductory paragraph of this Agreement. Agreement means this Loan Agreement, as amended, restated, supplemented, or otherwise modified from time to time. Allocated Loan Amount has the meaning assigned such term in Section 12.20. Anti-Money Laundering Laws means those laws, regulations and sanctions, state and federal, criminal and civil, that (a) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; (b) limit commercial transactions with designated countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary to the interests of the United States; (c) require identification and documentation of the parties with whom a Financial Institution conducts business; or (d) are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include the Patriot Act, the Bank Secrecy Act, the Trading with the Enemy Act, 50 U.S.C. App. Section 1, et seq., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701, et seq., and the sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957. Approved Fund me

Certain Definitions from Securities Purchase Agreement

THIS SECURITIES PURCHASE AGREEMENT (this Agreement) is entered into as of January 7, 2014, by and among LANDMARK APARTMENT TRUST OF AMERICA, INC., a Maryland corporation (the Corporation), iSTAR APARTMENT HOLDINGS LLC, a Delaware limited liability company (together with its successors and assigns, iStar), and BREDS II Q LANDMARK LLC, a Delaware limited liability company (together with its successors and assigns, BREDS, and collectively with iStar, the Purchasers, and each a Purchaser).

Certain Definitions. The following terms shall have the meanings set forth below: Affiliate means, in respect of any Person, any other Person that is directly or indirectly controlling, controlled by, or under common control with such Person, and the term control (including the terms controlled by and under common control with) means having, directly or indirectly, the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities or by contract or otherwise. Notwithstanding the foregoing, for purposes of this Agreement and the other Transaction Documents, BREDS, iStar and the Corporation shall not be considered Affiliates of one another. BREDS Director has the meaning ascribed to it in the Series E Preferred Articles Supplementary. BREDS Equity Commitment means $63,842,000. BREDS Representative has the meaning ascribed to it in the Series E Preferred Articles Supplementary. Business Day means each day, other than a Saturday or a Sunday, that is not a day on which banking institutions in New York are authorized or required by law, regulation or executive order to close. Capital Stock means all classes or series of stock of the Corporation, including, without limitation, Common Equity, the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock. Charter means the Articles of Amendment and Restatement of the Corporation dated as of June 13, 2013, as amended by the Articles Supplementary dated as of June 28, 2013, the Articles Supplementary dated as of June 28, 2013, the Articles of Amendment dated as of July 22, 2013, and the Articles of Amendment dated as of September 9, 2013, as amended on the date hereof and as may thereafter be amended or restated. Closing means the Initial Closing and each Subsequent Closing, if any. Closing Date means the Initial Closing Date and each Subsequent Closing Date, if any. Code means the United States Internal Revenue Code of 1986, as amended from time to time. Common Equity means all shares now or hereafter authorized of any class of common stock of the Corporation, including the Common Stock, and any other common stock of the Corporation, howsoever designated, authorized after a Closing Date, which has the right (subject always to prior rights of any class or series of preferred stock) to participate in the distribution of the assets and earnings of the Corporation without limit as to per share amount. Common Stock means the common stock, $.01 par value per share, of the Corporation. Common Units means all common units of partnership interest now outstanding or hereafter authorized of any class of partnership interest of the Operating Partnership, howsoever designated, which has the right (subject always to prior rights of any class or series of preferred units) to participate in the distribution of the assets and earnings of the Operating Partnership without limit as to amount. Component Entity has the meaning ascribed to it in the Series E Preferred Articles Supplementary. Contract means any agreement, contract, obligation, promise or commitment (whether written or oral) that is legally binding on the Corporation or any of its Subsidiaries. Corporate Governance Agreement shall mean the Amended and Restated Corporate Governance Agreement, dated as of January 7, 2014, among the Corporation, iStar, BREDS and the other parties named therein, as the same may be amended from time to time. Current Dividend has the meaning ascribed to it in the Series E Preferred Articles Supplementary. Equity Commitments means the BREDS Equity Commitment and the iStar Equity Commitment. Equity Interest means (a) in the case of a corporation, shares of stock, (b) in the case of a general or limited partnership, partnership interests, (c) in the case of a limited liability company, limited liability company interests, (d) in the case of a trust, beneficial interests therein, and (e) in the case of any other Person that is not an individual, the comparable interests therein. Event of Default has the meaning ascribed to it in the Series E Preferred Articles Supplementary. Exchange Act means the Securities Exchange Act of 4-uses-in-certain-definitions-clause" title="Click to see all 1934 (date) values">1934, as amended. FCPA means the Foreign Corrupt Practices Act of 1977, as amended. FF&E means, with respect to any real property, all appliances, machinery, devices, fixtures, appurtenances, equipment, furniture, furnishings and articles of tangible personal property of every kind and nature whatsoever and located in or at, or used in connection with the ownership, operation or maintenance of, the real property. FF&E shall include, but not be limited to: (a) all equipment, machinery, fixtures, and other items of property, now or hereafter permanently affixed to or incorporated into the real property, including, without limitation, all furnaces, boilers, heaters, electrical equipment, heating, plumbing, lighting, ventilating, refrigerating, incine