$7.00 Uses in Definitions Clause

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated July 7, 2017, by and between Mastech Digital, Inc., a Pennsylvania corporation (the Company) and Ashok K. Trivedi, an individual and resident of Pennsylvania, as trustee of the Ashok K. Trivedi Revocable Trust, (Purchaser).

Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings set forth in this Section 1.1: Acquisition shall have the meaning set forth in Section 4.4 of this Agreement. Affiliate means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person (as such terms are used in and construed under Rule 405 of the Securities Act). Articles of Incorporation means the Companys Amended and Restated Articles of Incorporation, as amended from time to time. Closing means the closing of the purchase and sale of the Shares on the Closing Date pursuant to Section 2 of this Agreement. Closing Date means the date the Acquisition closes. Common Stock means the common stock of the Company, par value $0.01 per share. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. GAAP shall have the meaning set forth in Section 5.6 of this Agreement. Independent Committee shall have the meaning set forth in Section 4.6 of this Agreement. Investment Company Act means the Investment Company Act of 1940, as amended. Material Adverse Effect means any event, occurrence, fact, condition or change that is, or could reasonably be expected to, individually or in the aggregate, have a material adverse effect on (a) the enforceability of any Transaction Document, (b) the results of operations, assets, business or financial condition of the Company and its Subsidiaries, taken as a whole, or (c) the Companys ability to perform in any material respect on a timely basis its obligations under any Transaction Document to be performed as of the date of determination, other than any such change, effect, event or circumstance, including, without limitation, any change in the stock price or trading volume of the Common Stock, that resulted exclusively from (i) any change in the United States or foreign economies or securities, banking or financial markets in general that does not have a disproportionate effect on the Company and its Subsidiaries, including, without limitation, any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates, (ii) any change that generally affects the industry in which the Company and its Subsidiaries operate that does not have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, (iii) any change arising in connection with natural disasters, hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such natural disasters, hostilities, acts of war, sabotage or terrorism or military actions existing as of the date hereof, (iv) general political conditions, (v) any action taken by Purchaser, its Affiliates or its or their permitted successors and assigns with respect to the transactions contemplated by this Agreement, (vi) the effect of any changes in applicable laws or accounting rules that does not have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, and (vii) any change resulting from compliance with the terms of this Agreement or the consummation of the transactions contemplated by this Agreement, including, without limitation, the public announcement of the Acquisition and the transactions contemplated by this Agreement. Per Share Purchase Price means the greater of (i) $7.00 per share of Common Stock or (ii) the closing price of the Common Stock on the NYSE MKT on the second Trading Day from and including the date of filing with the SEC a Current Report on Form 8-K announcing the execution of this Agreement and the Acquisition. Person means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind. Press Release shall have the meaning set forth in Section 7.1 of this Agreement. Purchaser Indemnitee shall have the meaning set forth in Section 7.5 of this Agreement. Registration Rights Agreement means that certain registration rights agreement by and among the Company, Purchaser, and The Revocable Declaration of Trust of Sunil Wadhwani, in substantially the form attached hereto as Exhibit A. SEC means the U.S. Securities and Exchange Commission. SEC Reports shall have the meaning set forth in Section 5.6 of this Agreement. Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. Shares shall have the meaning ascribed to such term in Section 2.1 of this Agreement. Subscription Amount means Three Million Dollars ($3,000,000) in United States dollars and in immediately available funds. Subsidiary means any corporation, partnership or other entity of which the Company directly or indirectly owns more than fifty percent (50%) of

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated July 7, 2017, by and between Mastech Digital, Inc., a Pennsylvania corporation (the Company) and Sunil Wadhwani, an individual and resident of Pennsylvania, as trustee of The Revocable Declaration of Trust of Sunil Wadhwani, (Purchaser).

Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings set forth in this Section 1.1: Acquisition shall have the meaning set forth in Section 4.4 of this Agreement. Affiliate means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person (as such terms are used in and construed under Rule 405 of the Securities Act). Articles of Incorporation means the Companys Amended and Restated Articles of Incorporation, as amended from time to time. Closing means the closing of the purchase and sale of the Shares on the Closing Date pursuant to Section 2 of this Agreement. Closing Date means the date the Acquisition closes. Common Stock means the common stock of the Company, par value $0.01 per share. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. GAAP shall have the meaning set forth in Section 5.6 of this Agreement. Independent Committee shall have the meaning set forth in Section 4.6 of this Agreement. Investment Company Act means the Investment Company Act of 1940, as amended. Material Adverse Effect means any event, occurrence, fact, condition or change that is, or could reasonably be expected to, individually or in the aggregate, have a material adverse effect on (a) the enforceability of any Transaction Document, (b) the results of operations, assets, business or financial condition of the Company and its Subsidiaries, taken as a whole, or (c) the Companys ability to perform in any material respect on a timely basis its obligations under any Transaction Document to be performed as of the date of determination, other than any such change, effect, event or circumstance, including, without limitation, any change in the stock price or trading volume of the Common Stock, that resulted exclusively from (i) any change in the United States or foreign economies or securities, banking or financial markets in general that does not have a disproportionate effect on the Company and its Subsidiaries, including, without limitation, any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates, (ii) any change that generally affects the industry in which the Company and its Subsidiaries operate that does not have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, (iii) any change arising in connection with natural disasters, hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such natural disasters, hostilities, acts of war, sabotage or terrorism or military actions existing as of the date hereof, (iv) general political conditions, (v) any action taken by Purchaser, its Affiliates or its or their permitted successors and assigns with respect to the transactions contemplated by this Agreement, (vi) the effect of any changes in applicable laws or accounting rules that does not have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, and (vii) any change resulting from compliance with the terms of this Agreement or the consummation of the transactions contemplated by this Agreement, including, without limitation, the public announcement of the Acquisition and the transactions contemplated by this Agreement. Per Share Purchase Price means the greater of (i) $7.00 per share of Common Stock or (ii) the closing price of the Common Stock on the NYSE MKT on the second Trading Day from and including the date of filing with the SEC a Current Report on Form 8-K announcing the execution of this Agreement and the Acquisition. Person means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind. Press Release shall have the meaning set forth in Section 7.1 of this Agreement. Purchaser Indemnitee shall have the meaning set forth in Section 7.5 of this Agreement. Registration Rights Agreement means that certain registration rights agreement by and among the Company, Purchaser, and the Ashok K. Trivedi Revocable Trust, in substantially the form attached hereto as Exhibit A. SEC means the U.S. Securities and Exchange Commission. SEC Reports shall have the meaning set forth in Section 5.6 of this Agreement. Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. Shares shall have the meaning ascribed to such term in Section 2.1 of this Agreement. Subscription Amount means Three Million Dollars ($3,000,000) in United States dollars and in immediately available funds. Subsidiary means any corporation, partnership or other entity of which the Company directly or indirectly owns more than fifty percent (50%) of its outstanding

Definitions from Loan and Security Agreement

THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this Agreement) dated as of January 6, 2017 (the Effective Date) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (Oxford), as collateral agent (in such capacity, Collateral Agent), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a Lender and collectively, the Lenders), CONFORMIS, INC., a Delaware corporation (ConforMIS) and IMATX, INC., a California corporation (ImaTx and individually, collectively, jointly and severally with ConforMIS, Borrower), each, with offices located at 28 Crosby Drive, Bedford, MA 01730, provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:

Definitions. As used in this Agreement, the following terms have the following meanings: Account is any account as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to Borrower. Account Debtor is any account debtor as defined in the Code with such additions to such term as may hereafter be made. Affiliate of any Person is a Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Persons senior executive officers, directors, partners and, for any Person that is a limited liability company, that Persons managers and members. Agreement is defined in the preamble hereof. Amortization Date is February 1, 2019, provided however, if Borrower draws the Term B Loan by December 31, 2017, then the Amortization Date shall be extended, at the written election of the Borrower, which shall be irrevocable and delivered by no later than December 31, 2017, to February 1, 2020. Annual Projections is defined in Section 6.2(a)(iii). Anti-Terrorism Laws are any laws relating to terrorism or money laundering, including Executive Order No. 13224 (effective September 24, 2001), the USA PATRIOT Act, the laws comprising or implementing the Bank Secrecy Act, and the laws administered by OFAC. Approved Fund is any (i) investment company, fund, trust, securitization vehicle or conduit that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business or (ii) any Person (other than a natural person) which temporarily warehouses loans for any Lender or any entity described in the preceding clause (i) and that, with respect to each of the preceding clauses (i) and (ii), is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) a Person (other than a natural person) or an Affiliate of a Person (other than a natural person) that administers or manages a Lender. Approved Lender is defined in Section 12.4. Basic Rate is the per annum rate of interest (based on a year of three hundred sixty (360) days) equal to the sum of (a) the greater of (i) the thirty (30) day U.S. LIBOR rate reported in The Wall Street Journal on the last Business Day of the month that immediately precedes the month in which the interest will accrue, or (ii) fifty-three hundredths percent (0.53%), plus (b) six and forty-seven hundredths percent (6.47%). Notwithstanding the foregoing, (x) the Basic Rate for the Term A Loan for the period from the Effective Date through and including January 31, 2017 shall be seven and twenty-four hundredths percent (7.24%); and (y) the Basic Rate shall not reset below seven percent (7.00%). Blocked Person is any Person: (a) listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (b) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (c) a Person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person that commits, threatens or conspires to commit or supports terrorism as defined in Executive Order No. 13224, or (e) a Person that is named a specially designated national or blocked person on the most current list published by OFAC or other similar list. Borrower is defined in the preamble hereof. Borrowers Books are Borrowers or any of its Guarantor and co-Borrower Subsidiaries books and records including ledgers, federal, and state tax returns, records regarding Borrowers or its Subsidiaries assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information. Business Day is any day that is not a Saturday, Sunday or a day on which Collateral Agent is closed. Cash Equivalents are (a) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency or any State thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing no more than one (1) year after its creation and having the highest rating from either Standard & Poors Ratings Group or Moodys Investors Service, Inc., (c) certificates of deposit maturing no more than one (1) year after issue provided that the account in which any such certificate of deposit is maintained is subject to a Control Agreement in favor of Collateral Agent, and (d) any cash equivalent investments consistent with the Borrowers investment policy provided to the Collateral Agent and the Lenders. For the avoidance of doubt, the direct purchase by Borrower or any of its Subsidiaries of any Auction Rate Securities, or purchasing participations in, or entering int

Definitions from Amended and Restated Loan and Security Agreement

THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this Agreement) dated as of September 28, 2016 (the Effective Date) among SILICON VALLEY BANK, a California corporation (Bank), as collateral agent (in such capacity, Collateral Agent), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Bank in its capacity as a Lender and MIDCAP FUNDING XIII TRUST and MIDCAP FINANCIAL TRUST (individually and collectively, jointly and severally, MidCap) (each a Lender and collectively, the Lenders), and CLEARSIDE BIOMEDICAL, INC., a Delaware corporation (Borrower), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders and amends and restates, in its entirety, that certain Loan and Security Agreement by and between Bank and Borrower dated as of April 14, 2015 (as amended from time to time, the Original Agreement). The parties a

Definitions. As used in the Loan Documents, the word shall is mandatory, the word may is permissive, the word or is not exclusive, the words includes and including are not limiting, the singular includes the plural, and numbers denoting amounts that are set off in brackets are negative. As used in this Agreement, the following capitalized terms have the following meanings: Account is any account as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to Borrower. Account Debtor is any account debtor as defined in the Code with such additions to such term as may hereafter be made. Affiliate is, with respect to any Person, each other Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Persons senior executive officers, directors, partners and, for any Person that is a limited liability company, that Persons managers and members. Agent-Related Person is defined in Section 13.4. Agreement is defined in the preamble hereof. Amortization Start Date is January 1, 2018. Anti-Terrorism Laws are any laws relating to terrorism or money laundering, including Executive Order No. 13224 (effective September 24, 2001), the USA PATRIOT Act, the laws comprising or implementing the Bank Secrecy Act, and the laws administered by OFAC. Approved Fund is any (i) investment company, fund, trust, securitization vehicle or conduit that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business or (ii) any Person (other than a natural person) which temporarily warehouses loans for any Lender or any entity described in the preceding clause (i) and that, with respect to each of the preceding clauses (i) and (ii), is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) a Person (other than a natural person) or an Affiliate of a Person (other than a natural person) that administers or manages a Lender. Approved Lender is defined in Section 12.2. Authorized Signer is any individual listed in Borrowers Borrowing Resolution who is authorized to execute the Loan Documents, including any Advance request, on behalf of Borrower. Bank is defined in the preamble hereof. Bank Services are any products, credit services, and/or financial accommodations previously, now, or hereafter provided to Borrower or any of its Subsidiaries by Bank or any of Bank Affiliate, including, without limitation, any Letters of Credit, cash management services (including, without limitation, merchant services, direct deposit of payroll, business credit cards, and check cashing services), interest rate swap arrangements, and foreign exchange services as any such products or services may be identified in Banks various agreements related thereto (each, a Bank Services Agreement); provided that the total amount of Bank Services and all Obligations in respect of Bank Services shall not exceed (A) Two Hundred Fifty Thousand Dollars ($250,000) (exclusive of any Subject Letters of Credit and (B) One Million Dollars ($1,000,000) (inclusive of any Subject Letters of Credit), in the aggregate at any time. Bank Services Collateral is cash collateral acceptable to Bank in its good faith business judgment, which may be used solely for the purpose of cash collateralizing Bank Services, not to exceed the lesser of (i) the total amount of outstanding obligations of Borrower and its Subsidiaries in respect of Bank Services then outstanding and (ii) (A) Two Hundred Fifty Thousand Dollars ($250,000) (exclusive of any Subject Letters of Credit and (B) One Million Dollars ($1,000,000) (inclusive of any Subject Letters of Credit) (in each case under clauses (A) or (B) reduced on a dollar-for-dollar basis to the extent Bank Services Collateral is applied to pay amounts owed by Borrower or its Subsidiaries in respect of Bank Services) in the aggregate at any time. Basic Rate is with respect to the Term Loans, the per annum rate of interest (based on a year of three hundred sixty (360) days) equal to the sum of (a) the greater of (i) the thirty (30) day U.S. DOLLAR LIBOR rate reported in The Wall Street Journal on the last Business Day of the month that immediately precedes the month in which the interest will accrue and (ii) one half of one percent (0.50%) plus (b) seven percent (7.00%). For the avoidance of doubt, in no event will the Basic Rate equal less than seven and one half of one percent (7.50%). Blocked Person is any Person: (a) listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (b) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (c) a Person with which any Lender is prohi

Definitions from Credit Agreement

This Credit Agreement, dated as of December 11, 2015 (as amended, restated, supplemented or otherwise modified from time to time, this Agreement), is among Regional Management Receivables, LLC, a Delaware limited liability company, as borrower (the Borrower), Regional Management Corp., a Delaware corporation (Regional Management), as servicer (the Servicer), the lenders from time to time parties hereto (the Lenders), Wells Fargo Securities, LLC, as administrative agent for the Lenders (the Administrative Agent), and Wells Fargo Bank, National Association, as account bank (in such capacity, the Account Bank), collateral custodian (in such capacity, the Collateral Custodian) and backup servicer (in such capacity, the Backup Servicer).

Definitions. Whenever used herein, unless the context otherwise requires, the following words and phrases shall have the following meanings: Account Bank means a Qualified Institution approved by the Administrative Agent that is holding the Accounts, which initially shall be Wells Fargo Bank. Account Bank Fee means $2,000 per month. Account Collateral means the Accounts, together with all cash, securities, financial assets (as defined in Section 8-102(a)(9) of the UCC) and investments and other property from time to time deposited or credited to the Collection Account and the Reserve Account and all proceeds thereof. Account Control Agreement means the Account Control Agreement relating to the Accounts, dated as of the Closing Date, among the Borrower, the Servicer, the Administrative Agent and the Account Bank. Account Restructuring Date means the earliest date on which the following events have occurred, subject to approval by the Administrative Agent: (i) the lenders in the Senior Revolver have approved Bank of America and Regional Management entering into the Security Agreement, the Master Deposit Account Control Agreement, the Wells Fargo Deposit Account Control Agreement and amending the Intercreditor Agreement and (ii) the Security Agreement, the Master Deposit Account Control Agreement, the Wells Fargo Account Control Agreement and the amendment to the Intercreditor Agreement have been duly executed and delivered by each of the parties thereto. Accounts mean the Collection Account and the Reserve Account. Additional Amount has the meaning given to such term in Section 2.14(a). Additional Deposit Accounts mean the deposit accounts governed by the Wells Fargo Deposit Account Control Agreement. Administrative Agent has the meaning given to such term in the Preamble. Advisors means accountants, attorneys, consultants, advisors, credit enhancers, liquidity providers and Persons similar to the foregoing and the respective directors, officers, employees and managers of each of the foregoing. Affected Party means any Secured Party or any Affiliate thereof. Affiliate means, with respect to a Person, any other Person controlling, controlled by or under common control with such Person. For purposes of this definition, control when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling or controlled have meanings correlative to the foregoing. Aggregate Unpaids means, as of any date, an amount equal to the sum of (without duplication) (i) the Loan Balance, (ii) all accrued but unpaid Interest, (iii) all amounts due and owing or accrued but unpaid to the Secured Parties, the Account Bank, the Collateral Custodian and the Backup Servicer and (iv) all other Obligations owed (whether due or accrued) by the Borrower and the Servicer under this Agreement and the other Basic Documents. Agreement has the meaning given to such term in the Preamble. Amount Financed means, with respect to a Receivable, the aggregate amount advanced under the related Contract towards the purchase price of the related Financed Vehicle and any related costs, including amounts advanced in respect of accessories, insurance premiums, service and warranty contracts, other items customarily financed as part of a Contract and related costs. Annual Percentage Rate or APR means, with respect to a Receivable, the rate per annum of finance charges stated in such Receivable as the annual percentage rate (within the meaning of the Federal Truth-in-Lending Act). If, after the Closing Date, the rate per annum with respect to a Receivable as of the Cutoff Date is reduced (i) as a result of an Insolvency Proceeding involving the related Obligor or (ii) pursuant to the Servicemembers Civil Relief Act or similar State law, Annual Percentage Rate or APR shall refer to such reduced rate. Anti-Corruption Laws means all laws, rules, and regulations of any jurisdiction applicable to each of the Borrower, the Servicer and their respective Affiliates from time to time concerning or relating to bribery or corruption. Applicable Law means, with respect to any Person, all existing and future applicable laws, rules, regulations (including proposed, temporary and final income tax regulations), statutes, treaties, codes, ordinances, permits, certificates, orders and licenses of and interpretations by any Governmental Authority (including usury laws, the Dodd-Frank Act, the Federal Truth-in-Lending Act, Regulations B and Z of the CFPB, the Securities Act and the Exchange Act), and applicable judgments, decrees, injunctions, writs, orders or line actions of any court, arbitrator or other administrative, judicial or quasi-judicial tribunal or agency of competent jurisdiction. Approved Lienholder means any lienholder set forth on Schedule I hereto. Assignment and Acceptance means an assignment and acceptance

Definitions from Supplemental Indenture

THIRTY-THIRD SUPPLEMENTAL INDENTURE, dated as of August 17, 2015 (the Thirty-Third Supplemental Indenture), between SIMON PROPERTY GROUP, L.P. (formerly known as Simon DeBartolo Group, L.P.), a Delaware limited partnership (the Issuer or the Operating Partnership), having its principal offices at 225 West Washington Street, Indianapolis, Indiana 46204, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (as successor to The Chase Manhattan Bank), a national banking association organized and existing under the laws of the United States of America, as trustee (the Trustee), having its Corporate Trust Office at 2 North LaSalle Street, Suite 1020, Chicago, Illinois 60602.

Definitions. As used herein: Annualized EBITDA means, for the four consecutive quarters ending on each Reporting Date, the Operating Partnerships Pro Rata Share (as defined below) of earnings before interest, taxes, depreciation and amortization (EBITDA), with other adjustments as are necessary to exclude the effect of all realized or unrealized gains and losses related to hedging obligations, items classified as extraordinary items and impairment charges in accordance with generally accepted accounting principles, adjusted to reflect the assumption that (i) any EBITDA related to any assets acquired or placed in service since the first day of such four-quarter period had been earned, on an annualized basis, from the beginning of such period, and (ii) any assets disposed of during such four-quarter period had been disposed of as of the first day of such period and no EBITDA related to such assets had been earned during such period. Annualized Interest Expense means, for the four consecutive quarters ending on each Reporting Date, the Operating Partnerships Pro Rata Share of interest expense, with other adjustments as are necessary to exclude the effect of items classified as extraordinary items, in accordance with generally accepted accounting principles, reduced by amortization of debt issuance costs and adjusted to reflect the assumption that (i) any interest expense related to indebtedness incurred since the first day of such four-quarter period is computed as if such indebtedness had been incurred as of the beginning of such period, and (ii) any interest expense related to indebtedness that was repaid or retired since the first day of such four-quarter period is computed as if such indebtedness had been repaid or retired as of the beginning of such period (except that, in making such computation, the amount of interest expense related to indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such indebtedness during such four-quarter period). Capitalization Rate means 7.00%. Capitalized Value means, as of any date, Annualized EBITDA divided by the Capitalization Rate. Company means Simon Property Group, Inc., a Delaware corporation and the sole general partner of the Operating Partnership. Debt means the Operating Partnerships Pro Rata Share of the aggregate principal amount of indebtedness in respect of (i) borrowed money evidenced by bonds, notes, debentures or similar instruments, as determined in accordance with generally accepted accounting principles, (ii) indebtedness secured by any mortgage, pledge, lien, charge, encumbrance or any security interest existing on property owned by the Operating Partnership or any Subsidiary directly, or indirectly through unconsolidated joint ventures, as determined in accordance with generally accepted accounting principles, (iii) reimbursement obligations in connection with any letters of credit actually issued and called, (iv) any lease of property by the Operating Partnership or any Subsidiary as lessee which is reflected in the Operating Partnerships balance sheet as a capitalized lease, in accordance with generally accepted accounting principles; provided, that Debt also includes, to the extent not otherwise included, any obligation by the Operating Partnership or any Subsidiary to be liable for, or to pay, as obligor, guarantor or otherwise, items of indebtedness of another Person (other than the Operating Partnership or any Subsidiary) described in clauses (i) through (iv) above (or, in the case of any such obligation made jointly with another Person, the Operating Partnerships or Subsidiarys allocable portion of such obligation based on its ownership interest in the related real estate assets); and provided, further, that Debt excludes Intercompany Debt (as defined below). Intercompany Debt means Debt to which the only parties are the Company, the Operating Partnership and any of their Subsidiaries or affiliates (but only so long as such Debt is held solely by any of the Company, the Operating Partnership and any Subsidiary or affiliate) and provided that, in the case of Debt owed by the Operating Partnership to any Subsidiary or affiliate, the Debt is subordinated in right of payment to the Notes. Pro Rata Share means any applicable figure or measure of the Operating Partnership and its Subsidiaries on a consolidated basis, less any portion attributable to minority interests, plus the Operating Partnerships or its Subsidiaries allocable portion of such figure or measure, based on their ownership interest, of unconsolidated joint ventures. Reporting Date means March 31, June 30, September 30 and December 31 of each year. Secured Debt means Debt secured by any mortgage, lien, pledge, encumbrance or security interest of any kind upon any of the property of the Operating Partnership or any Subsidiary. Stabilized Asset means (i) with respect to an acquisition of an asset, such asset becomes stabilized when the Operating P

Definitions from Supplemental Indenture

SECOND SUPPLEMENTAL INDENTURE, dated as of April 16, 2015 (this Second Supplemental Indenture) between ING GROEP N.V., a holding company duly organized and existing under the laws of The Netherlands (herein called the Company), having its corporate seat in Amsterdam, The Netherlands, and its principal office at Bijlmerplein 888, 1102 MG Amsterdam, P.O. Box 1800, 100 BV Amsterdam, The Netherlands, and THE BANK OF NEW YORK MELLON, LONDON BRANCH, a New York banking corporation, as Trustee (herein called the Trustee), having its Corporate Trust Office at One Canada Square, London E14 5AL, United Kingdom, to the CAPITAL SECURITIES INDENTURE, dated as of April 16, 2015, between the Company and the Trustee, as amended from time to time (the Base Indenture and, together with this Second Supplemental Indenture, the Indenture).

Definitions. Except as otherwise expressly provided or unless the context otherwise requires, all terms used in this Second Supplemental Indenture that are defined in the Base Indenture shall have the meanings ascribed to them in the Base Indenture. Certain terms used principally in Annex I (Anti-Dilution Provisions) are defined therein. The following terms used in this Second Supplemental Indenture have the following respective meanings with respect to the Securities only: Additional Tier 1 Capital at any time has the meaning given to such term (or an equivalent term) under the Capital Regulations at such time. ADS means an American Depositary Share representing one Ordinary Share (whether or not in the form of a Bearer Depositary Receipt). ADS Depositary means JPMorgan Chase Bank, as the depositary under the Companys ADS Depositary Facility, or any successor thereto. ADS Depositary Facility means the facility under which the American Depositary Receipts (ADRs) representing ADSs may be issued pursuant to the Amended and Restated Deposit Agreement, dated as of February 8, 2013, among the Company, Stichting ING Aandelen, as trustee, the ADS Depositary and the holders from time to time of the ADRs, or any successor or replacement facility. Alternative Delivery Arrangements has the meaning set forth in Section 4.01(a). Base Indenture has the meaning set forth in the first paragraph of this Second Supplemental Indenture. Bearer Depositary Receipt means a bearer depositary receipt issued by the Trust representing one Ordinary Share; provided that if at the time of Conversion one Bearer Depositary Receipt represents a greater or lesser number of Ordinary Shares, each reference to a Bearer Depositary Receipt shall be deemed to be a reference to such number of Bearer Depositary Receipts as shall represent one Ordinary Share. Beneficial Owner means (i) with respect to any Global Security, a beneficial owner of an interest therein prior to the occurrence of the Final Cancellation Date and (ii) with respect to any definitive Security, the Holder in whose name the Security is registered in the Security Register. BRRD means Directive 2014/59/EU of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms. Business Day means any day other than a Saturday or Sunday or a day on which banking institutions are authorized or obligated by law or executive order to close in London, Amsterdam or The City of New York. Cancellation Date means (i) with respect to any Security for which a Conversion Shares Settlement Notice is received by the Conversion Shares Depository on or before the Notice Cut-Off Date, the applicable Settlement Date and (ii) with respect to any Security for which a Conversion Shares Settlement Notice is not received by the Conversion Shares Depository on or before the Notice Cut-Off Date, the Final Cancellation Date. Calculation Agent means the Person (including the Interest Calculation Agent (or any successor thereto) but excluding the Conversion Calculation Agent (or any successor thereto)), if any, authorized by the Company to calculate the interest rate or other amounts from time to time in relation to any series of Capital Securities. Company has the meaning set forth in the first paragraph of this Second Supplemental Indenture, and includes any successor entity. Conversion Calculation Agent has the meaning set forth in Section 4.05(b). Conversion Date means the date specified in the Conversion Notice on which the Conversion takes place. Conversion means the irrevocable and automatic release of all of the Companys obligations to the holders under the Securities in consideration of the Companys issuance of the Conversion Shares at the Conversion Price to the Conversion Shares Depository (on behalf of the Holders and Beneficial Owners of the Securities) or to the relevant recipient of such Conversion Shares pursuant to any Alternative Delivery Arrangements. Conversion Notice means a written notice substantially in the form attached hereto as Exhibit B. Conversion Price means (i) if the Ordinary Shares are then admitted to trading on a Relevant Stock Exchange, the highest of (a) the Current Market Price per Ordinary Share translated into U.S. dollars at the Prevailing Rate, (b) the Floor Price and (c) the nominal value of an Ordinary Share translated into U.S. dollars at the Prevailing Rate, and (ii) if the Ordinary Shares are not then admitted to trading on a Relevant Stock Exchange, the higher of (x) the Floor Price and (y) the nominal value of an Ordinary Share translated into U.S. dollars at the Prevailing Rate. The Current Market Price, Floor Price and Prevailing Rate shall each be determined on the date on which the Conversion Notice is given. Conversion Shares means Ordinary Shares to be issued to the Conversion Shares Depository (or to the relevant recipient in accordance with the terms of the Securities) following a Conversion;

Definitions from First Supplemental Indenture

FIRST SUPPLEMENTAL INDENTURE, dated as of April 16, 2015 (this First Supplemental Indenture) between ING GROEP N.V., a holding company duly organized and existing under the laws of The Netherlands (herein called the Company), having its corporate seat in Amsterdam, The Netherlands, and its principal office at Bijlmerplein 888, 1102 MG Amsterdam, P.O. Box 1800, 100 BV Amsterdam, The Netherlands, and THE BANK OF NEW YORK MELLON, LONDON BRANCH, a New York banking corporation, as Trustee (herein called the Trustee), having its Corporate Trust Office at One Canada Square, London E14 5AL, United Kingdom, to the CAPITAL SECURITIES INDENTURE, dated as of April 16, 2015, between the Company and the Trustee, as amended from time to time (the Base Indenture and, together with this First Supplemental Indenture, the Indenture).

Definitions. Except as otherwise expressly provided or unless the context otherwise requires, all terms used in this First Supplemental Indenture that are defined in the Base Indenture shall have the meanings ascribed to them in the Base Indenture. Certain terms used principally in Annex I (Anti-Dilution Provisions) are defined therein. The following terms used in this First Supplemental Indenture have the following respective meanings with respect to the Securities only: Additional Tier 1 Capital at any time has the meaning given to such term (or an equivalent term) under the Capital Regulations at such time. ADS means an American Depositary Share representing one Ordinary Share (whether or not in the form of a Bearer Depositary Receipt). ADS Depositary means JPMorgan Chase Bank, as the depositary under the Companys ADS Depositary Facility, or any successor thereto. ADS Depositary Facility means the facility under which the American Depositary Receipts (ADRs) representing ADSs may be issued pursuant to the Amended and Restated Deposit Agreement, dated as of February 8, 2013, among the Company, Stichting ING Aandelen, as trustee, the ADS Depositary and the holders from time to time of the ADRs, or any successor or replacement facility. Alternative Delivery Arrangements has the meaning set forth in Section 4.01(a). Base Indenture has the meaning set forth in the first paragraph of this First Supplemental Indenture. Bearer Depositary Receipt means a bearer depositary receipt issued by the Trust representing one Ordinary Share; provided that if at the time of Conversion one Bearer Depositary Receipt represents a greater or lesser number of Ordinary Shares, each reference to a Bearer Depositary Receipt shall be deemed to be a reference to such number of Bearer Depositary Receipts as shall represent one Ordinary Share. Beneficial Owner means (i) with respect to any Global Security, a beneficial owner of an interest therein prior to the occurrence of the Final Cancellation Date and (ii) with respect to any definitive Security, the Holder in whose name the Security is registered in the Security Register. BRRD means Directive 2014/59/EU of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms. Business Day means any day other than a Saturday or Sunday or a day on which banking institutions are authorized or obligated by law or executive order to close in London, Amsterdam or The City of New York. Cancellation Date means (i) with respect to any Security for which a Conversion Shares Settlement Notice is received by the Conversion Shares Depository on or before the Notice Cut-Off Date, the applicable Settlement Date and (ii) with respect to any Security for which a Conversion Shares Settlement Notice is not received by the Conversion Shares Depository on or before the Notice Cut-Off Date, the Final Cancellation Date. Calculation Agent means the Person (including the Interest Calculation Agent (or any successor thereto) but excluding the Conversion Calculation Agent (or any successor thereto)), if any, authorized by the Company to calculate the interest rate or other amounts from time to time in relation to any series of Capital Securities. Company has the meaning set forth in the first paragraph of this First Supplemental Indenture, and includes any successor entity. Conversion Calculation Agent has the meaning set forth in Section 4.05(b). Conversion Date means the date specified in the Conversion Notice on which the Conversion takes place. Conversion means the irrevocable and automatic release of all of the Companys obligations to the holders under the Securities in consideration of the Companys issuance of the Conversion Shares at the Conversion Price to the Conversion Shares Depository (on behalf of the Holders and Beneficial Owners of the Securities) or to the relevant recipient of such Conversion Shares pursuant to any Alternative Delivery Arrangements. Conversion Notice means a written notice substantially in the form attached hereto as Exhibit B. Conversion Price means (i) if the Ordinary Shares are then admitted to trading on a Relevant Stock Exchange, the highest of (a) the Current Market Price per Ordinary Share translated into U.S. dollars at the Prevailing Rate, (b) the Floor Price and (c) the nominal value of an Ordinary Share translated into U.S. dollars at the Prevailing Rate, and (ii) if the Ordinary Shares are not then admitted to trading on a Relevant Stock Exchange, the higher of (x) the Floor Price and (y) the nominal value of an Ordinary Share translated into U.S. dollars at the Prevailing Rate. The Current Market Price, Floor Price and Prevailing Rate shall each be determined on the date on which the Conversion Notice is given. Conversion Shares means Ordinary Shares to be issued to the Conversion Shares Depository (or to the relevant recipient in accordance with the terms of the Securities) following a Conversion; pro

Definitions from Agreement

THIS CONTINUING COVENANT AGREEMENT is dated as of September 24, 2014, by and between NEW JERSEY NATURAL GAS COMPANY and WELLS FARGO MUNICIPAL CAPITAL STRATEGIES, LLC. All capitalized terms used herein and not otherwise defined shall have the meanings assigned in Section 1.01 or as otherwise provided in Section 1.02.

Definitions. In addition to terms defined at other places in this Agreement, the following defined terms are used throughout this Agreement with the following meanings: Accountant means an independent certified public accountant or a firm of independent certified public accountants, selected by the Borrower and reasonably satisfactory to the Purchaser. Acquired Person means a Person or business acquired by the Borrower or any Subsidiary of the Borrower in a transaction which is a Permitted Acquisition. Acquisition Compliance Certificate has the meaning assigned to that term in Section 7.23. Affiliate means, with respect to any Person, any other Person (a) which directly or indirectly controls, is controlled by, or is under common control with such Person, (b) which beneficially owns or holds 10% or more of any class of the voting or other equity interests of such Person, or (c) 10% or more of any class of voting interests or other equity interests of which is beneficially owned or held, directly or indirectly, by such Person. Control, as used in this definition, 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, including the power to elect a majority of the directors or trustees of a corporation or trust, as the case may be. Agreement means this Continuing Covenant Agreement. Applicable Law means (a) all applicable common law and principles of equity and (b) all applicable provisions of all (i) constitutions, statutes, rules, regulations and orders of all Governmental Authorities, (ii) Governmental Approvals and (iii) orders, decisions, judgments, writs, injunctions and decrees of all courts (whether at law or in equity) and arbitrators. Applicable Spread shall have the meaning assigned to such term in the Indenture. Bank Index Rate Period shall have the meaning assigned to such term in the Indenture. Bank Purchase Date shall have the meaning assigned to such term in the Indenture. Bank Transferee shall have the meaning assigned to such term in Section 11.08(c). Bankruptcy Code shall have the meaning assigned to such term in the Indenture. Base Rate means, for any date of determination, a fluctuating rate of interest per annum equal to the highest of (a) the Fed Funds Rate plus 2.00%, (b) the Prime Rate plus 1.00%, or (c) 7.00%. Benefit Arrangement means an employee benefit plan, within the meaning of Section 3(3) of ERISA, which is neither a Plan, a Multiple Employer Plan, nor a Multiemployer Plan and which is maintained, sponsored or otherwise contributed to by any member of the ERISA Group. Bond Documents means, collectively, the Indenture, the Bonds, the Loan Agreement, the Tax Certificate, the Security Documents and shall also include any other agreement or instrument relating to the issuance of the Bonds. Bond Interest is Taxable means that interest paid or to be paid on a Bond is or will be includable for federal income tax purposes in the gross income of the Purchaser or any other Owner thereof (other than in the case of an Owner of any Bond who is a substantial user of the project financed with the proceeds of such Bond or a related person within the meaning of Section 147(a) of the Code or Section 103(b)(13) of the Internal Revenue Code of 1954), but excluding the inclusion of interest on such Bond as an item of tax preference for purposes of the calculation of an alternative minimum tax imposed on the Purchaser or such other Owner. Bond Proceeds means the principal of the Bonds and any investment earnings thereon. Bonds means, collectively, the Series 2011A Bonds, the Series 2011B Bonds and the Series 2011C Bonds. Borrower means New Jersey Natural Gas Company, a corporation duly organized and validly existing under the laws of the State of New Jersey, and its successors and assigns permitted hereunder. Breakage Expenses shall have the meaning assigned to such term in Section 3.12. Business Day shall have the meaning assigned to such term in the Indenture. Calculation Agent shall have the meaning assigned to such term in the Indenture. Change in Law means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any Law, including, without limitation Risk-Based Capital Guidelines, (b) any change in any Law or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, ruling, guideline, regulation or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd Frank Wall Street Reform and Consumer Protection Act and all requests, rules, rulings, guidelines, regulations or directives thereunder or issued in connection therewith and (ii) all requests, rules, rulings, guidelines, regulations or directives promulgated

Definitions from Supplemental Indenture

THIRTY-SECOND SUPPLEMENTAL INDENTURE, dated as of September 10, 2014 (the Thirty-Second Supplemental Indenture), between SIMON PROPERTY GROUP, L.P. (formerly known as Simon DeBartolo Group, L.P.), a Delaware limited partnership (the Issuer or the Operating Partnership), having its principal offices at 225 West Washington Street, Indianapolis, Indiana 46204, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (as successor to The Chase Manhattan Bank), a national banking association organized and existing under the laws of the United States of America, as trustee (the Trustee), having its Corporate Trust Office at 2 North LaSalle Street, Suite 1020, Chicago, Illinois 60602.

Definitions. As used herein: Annualized EBITDA means, for the four consecutive quarters ending on each Reporting Date, the Operating Partnerships Pro Rata Share (as defined below) of earnings before interest, taxes, depreciation and amortization (EBITDA), with other adjustments as are necessary to exclude the effect of all realized or unrealized gains and losses related to hedging obligations, items classified as extraordinary items and impairment charges in accordance with generally accepted accounting principles, adjusted to reflect the assumption that (i) any EBITDA related to any assets acquired or placed in service since the first day of such four-quarter period had been earned, on an annualized basis, from the beginning of such period, and (ii) any assets disposed of during such four-quarter period had been disposed of as of the first day of such period and no EBITDA related to such assets had been earned during such period. Annualized Interest Expense means, for the four consecutive quarters ending on each Reporting Date, the Operating Partnerships Pro Rata Share of interest expense, with other adjustments as are necessary to exclude the effect of items classified as extraordinary items, in accordance with generally accepted accounting principles, reduced by amortization of debt issuance costs and adjusted to reflect the assumption that (i) any interest expense related to indebtedness incurred since the first day of such four-quarter period is computed as if such indebtedness had been incurred as of the beginning of such period, and (ii) any interest expense related to indebtedness that was repaid or retired since the first day of such four-quarter period is computed as if such indebtedness had been repaid or retired as of the beginning of such period (except that, in making such computation, the amount of interest expense related to