8.50% Uses in Definitions Clause

Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT (the Agreement) is dated as of December 8, 2016 and is made by and among Green Bancorp, Inc., a Texas corporation (the Company), and the purchasers named in Schedule 1 to the Purchase Agreements (as defined below) (collectively, the Purchasers).

Definitions. As used in this Agreement, the following capitalized defined terms shall have the following meanings: 1933 Act shall mean the Securities Act of 1933, as amended from time to time, and the rules and regulations of the SEC promulgated thereunder. 1934 Act shall mean the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the SEC promulgated thereunder. Additional Interest shall have the meaning set forth in Section 2(e) hereof. Agreement shall have the meaning set forth in the preamble to this Agreement. Business Day shall mean any day that is not a Saturday, Sunday or other day on which the SEC is closed or commercial banks in New York City are authorized or required by law to remain closed. Closing Date shall mean December 8, 2016. Company shall have the meaning set forth in the preamble to this Agreement and also includes the Companys successors. Depositary shall mean The Depository Trust Company, or any other depositary appointed by the Company, including any agent thereof; provided, however, that any such depositary must at all times have an address in the Borough of Manhattan, The City of New York. Event Date shall have the meaning set forth in Section 2(e). Exchange Offer shall mean the exchange offer by the Company of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof. Exchange Offer Registration shall mean a registration under the 1933 Act effected pursuant to Section 2(a) hereof. Exchange Offer Registration Statement shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) covering the Registrable Securities, and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated or deemed to be incorporated by reference therein. Exchange Securities shall mean the 8.50% Fixed to Floating Subordinated Notes due 2026 issued by the Company under the Indenture containing terms identical to the Subordinated Notes (except that (i) interest thereon shall accrue from the last date to which interest has been paid or duly provided for on the Subordinated Notes or, if no such interest has been paid or duly provided for, from the Interest Accrual Date, (ii) provisions relating to an increase in the stated rate of interest thereon upon the occurrence of a Registration Default shall be eliminated, (iii) the transfer restrictions and legends relating to restrictions on ownership and transfer thereof as a result of the issuance of the Subordinated Notes without registration under the 1933 Act shall be eliminated, (iv) the denominations thereof shall be $1,000 and integral multiples of $1,000 and (v) all of the Exchange Securities will be represented by one or more global Exchange Securities in book-entry form unless exchanged for Exchange Securities in definitive certificated form under the circumstances provided in the Indenture to be offered to Holders of Registrable Securities in exchange for Registrable Securities pursuant to the Exchange Offer). FINRA shall mean the Financial Industry Regulatory Authority, Inc. Holders shall mean (i) the Purchasers, for so long as they own any Registrable Securities, and each of their respective successors, assigns and direct and indirect transferees who become registered owners of Registrable Securities under the Indenture and (ii) each Participating Broker-Dealer that holds Exchange Securities for so long as such Participating Broker-Dealer is required to deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of such Exchange Securities. Indenture shall mean the indenture, dated as of December 8, 2016, by and between the Company and Wilmington Trust, National Association, as trustee (the Trustee), as the same may be amended or supplemented from time to time in accordance with the terms thereof. Interest Accrual Date means December 8, 2016. Majority Holders shall mean the Holders of a majority of the aggregate principal amount of Registrable Securities outstanding, excluding Exchange Securities referred to in clause (ii) of the definition of Holders above; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities or Exchange Securities is required hereunder, Registrable Securities and Exchange Securities held by the Company or any of its affiliates (as such term is defined in Rule 405 under the 1933 Act) shall be disregarded in determining whether such consent or approval was given by the Holders of such required percentage. Notifying Broker-Dealer shall have the meaning set forth in Section 3(f). Participating Broker-Dealer shall have the meaning set forth in Section 3(f). Person shall mean an individual, partnership, joint venture, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision t

Definitions from Loan and Security Agreement

THIS LOAN AND SECURITY AGREEMENT (this Agreement) dated as of November 9, 2016 (the Effective Date) between SILICON VALLEY BANK, a California corporation with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (Bank), and AXSOME THERAPEUTICS, INC., a Delaware corporation (Borrower), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

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. Agreement is defined in the preamble hereof. Amortization Date is December 1, 2017; provided however, that upon the occurrence of the Term B Event, the Amortization Date shall be June 1, 2018. Australian Subsidiary is Axsome Therapeutics Australia Pty Ltd, a company organized under the laws of Australia. AXS-02 means Borrowers AXS-02 product candidate for the treatment of pain relating to complex regional pain syndrome, knee osteoarthritis associated with bone marrow lesions, and chronic low back pain associated with Modic changes. AXS-02 CRPS means Borrowers AXS-02 product candidate for the treatment of pain relating to complex regional pain syndrome. Bank is defined in the preamble hereof. Bank Entities is defined in Section 12.9. Bank Expenses are all audit fees and expenses, costs, and expenses (including reasonable attorneys fees and expenses) for preparing, amending, negotiating, administering, defending and enforcing the Loan Documents (including, without limitation, those incurred in connection with appeals or Insolvency Proceedings) or otherwise incurred with respect to Borrower. 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 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). Bank Services Agreement is defined in the definition of Bank Services. Board means Borrowers board of directors. Borrower is defined in the preamble hereof. Borrowers Books are all Borrowers books and records including ledgers, federal and state tax returns, records regarding Borrowers assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information. Borrowing Resolutions are, with respect to any Person, those resolutions adopted by such Persons board of directors (and, if required under the terms of such Persons Operating Documents, stockholders) and delivered by such Person to Bank approving the Loan Documents to which such Person is a party and the transactions contemplated thereby, together with a certificate executed by its secretary on behalf of such Person certifying (a) such Person has the authority to execute, deliver, and perform its obligations under each of the Loan Documents to which it is a party, (b) that set forth as a part of or attached as an exhibit to such certificate is a true, correct, and complete copy of the resolutions then in full force and effect authorizing and ratifying the execution, delivery, and performance by such Person of the Loan Documents to which it is a party, (c) the name(s) of the Person(s) authorized to execute the Loan Documents, including any Credit Extension request, on behalf of such Person, together with a sample of the true signature(s) of such Person(s), and (d) that Bank may conclusively rely on such certificate unless and until such Person shall have delivered to Bank a further certificate canceling or amending such prior certificate. Business Day is any day that is not a Saturday, Sunday or a day on which Bank is closed. Cash Collateralization Event means confirmation by Bank that a safety issue involving AXS-02 that is of a magnitude to result in the stoppage of any study involving AXS-02 or the inability to advance any clinical program for AXS-02 has occurred. Cash Equivalents means (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

Definitions from Fixed Rate Note

SERIES 2016-B SUPPLEMENT, dated as of October 6, 2016 (as amended, modified, restated or supplemented from time to time in accordance with the terms hereof, this Series Supplement), by and between Conns Receivables Funding 2016-B, LLC, a limited liability company established under the laws of Delaware, as issuer (the Issuer), and Wells Fargo Bank, National Association, a national banking association validly existing under the laws of the United States of America, as trustee (together with its successors in such capacity under the Base Indenture referred to below, the Trustee), to the Base Indenture, dated as of October 6, 2016, between the Issuer and the Trustee (as amended, modified, restated or supplemented from time to time, exclusive of this Series Supplement, the Base Indenture).

Definitions. In the event that any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Base Indenture, the terms and provisions of this Series Supplement shall govern. All Article, Section or subsection references herein mean Articles, Sections or subsections of the Base Indenture as supplemented by this Series Supplement, except as otherwise provided herein. All capitalized terms not otherwise defined herein are defined in the Base Indenture. Each capitalized term defined herein shall relate only to the Notes. Aggregate Investor Net Loss Amount means, with respect to any Monthly Period, an amount equal to the Outstanding Receivables Balance of all Receivables that became Defaulted Receivables during such Monthly Period (each respective Outstanding Receivables Balance being measured as of the date the relevant Receivable became a Defaulted Receivable) minus any Deemed Collections and Recoveries deposited into the Collection Account during such Monthly Period in respect of Receivables that have become Defaulted Receivables before or during such Monthly Period. Annualized Net Loss Percentage means, with respect to any Monthly Period an amount equal to twelve (12) multiplied by (a) (1) the Outstanding Receivables Balance of all Receivables that became Defaulted Receivables during such Monthly Period, minus (2) all Recoveries during such Monthly Period, divided by (b) the aggregated Outstanding Receivables Balance as of the beginning of the Monthly Period. Annualized Net Loss Trigger means, for any Determination Date, the average of the Annualized Net Loss Percentage for the three Monthly Periods immediately preceding such Determination Date (or, if fewer, the number of Monthly Periods from and after the Cut-Off Date) exceeds (i) 40.00% for any Determination Date up to and including the March, 2018 Determination Date, and (ii) 50.00% thereafter. Available Funds means, with respect to any Monthly Period, distributions received by the Issuer in respect of the Receivables Trust Certificate, representing Collections that were deposited into the Collection Account during such Monthly Period. Back-Up Servicing Agreement means that certain Back-Up Servicing Agreement, dated on or about the date hereof, among Systems & Services Technologies, Inc., as Back-Up Servicer, the Sponsor, Conns Receivables 2016-B Trust, the Issuer, and the Trustee. Base Indenture is defined in the preamble of this Series Supplement. Class A Additional Interest has the meaning specified in Section 5.12(a). Class A Deficiency Amount has the meaning specified in Section 5.12(a). Class A Legal Final Payment Date means October 15, 2018. Class A Monthly Interest has the meaning specified in Section 5.12(a). Class A Noteholder means a Holder of a Class A Note. Class A Note Principal Amount means, as of any date of determination, the then Outstanding principal amount of the Class A Notes. Class A Note Rate means a fixed rate equal to 3.73%. Class A Notes is defined in the Designation of this Series Supplement. Class A Required Interest Distribution has the meaning specified in subsection 5.15(a)(iii). Class B Additional Interest has the meaning specified in Section 5.12(b). Class B Deficiency Amount has the meaning specified in Section 5.12(b). Class B Legal Final Payment Date means March 15, 2019. Class B Monthly Interest has the meaning specified in Section 5.12(b). Class B Noteholder means a Holder of a Class B Note. Class B Note Principal Amount means, as of any date of determination, the then Outstanding principal amount of the Class B Notes. Class B Note Rate means a fixed rate equal to 7.34%. Class B Notes is defined in the Designation of this Series Supplement. Class B Required Interest Distribution has the meaning specified in subsection 5.15(a)(v). Class C Additional Interest has the meaning specified in Section 5.12(c). Class C Deficiency Amount has the meaning specified in Section 5.12(c). Class C Legal Final Payment Date means November 16, 2020. Class C Monthly Interest has the meaning specified in Section 5.12(c). Class C Noteholder means a Holder of a Class C Note. Class C Note Principal Amount means, as of any date of determination, the then Outstanding principal amount of the Class C Notes. Class C Note Rate means a fixed rate equal to 8.50%. Class C Notes is defined in the Designation of this Series Supplement. Class C Required Interest Distribution has the meaning specified in subsection 5.15(a)(vii). Class R Noteholder means a Holder of a Class R Note. Class R Notes is defined in the Designation of this Series Supplement. Closing Date means October 6, 2016. Code means the Internal Revenue Code of 1986, as amended. Conns, Inc. means Conns, Inc., a Delaware corporation. Contingent Liability means any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to

Definitions from Agreement

AGREEMENT AND PLANS OF MERGER, dated as of June 2, 2016 (this Agreement), among NORTHSTAR REALTY FINANCE CORP., a Maryland corporation (Sirius), COLONY CAPITAL, INC., a Maryland corporation (Constellation), NORTHSTAR ASSET MANAGEMENT GROUP INC., a Delaware corporation (Polaris), NEW POLARIS INC., a Maryland corporation and a wholly owned Subsidiary of Polaris (New Polaris), SIRIUS MERGER SUB-T, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Sirius (Sirius Sub), NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP, a Delaware limited partnership and a Subsidiary of Sirius (Sirius LP), NEW SIRIUS INC., a Maryland corporation and a wholly owned Subsidiary of Sirius (New Sirius) and NEW SIRIUS MERGER SUB, LLC, a Delaware limited liability company and a wholly owned Subsidiary of New Sirius (New Sirius Sub).

Definitions. This Agreement uses the following definitions: Advisory Contract means a contract under which a person acts as an investment adviser, sub-adviser or asset manager to any Client. Affiliate means, with respect to any person, any other person directly or indirectly, controlling, controlled by, or under common control with, such person, through one or more intermediaries or otherwise; it being understood that for purposes of this Agreement (a) Polaris and the Polaris Subsidiaries are not Affiliates of Sirius and the Sirius Subsidiaries (and vice versa), (b) Polaris and the Polaris Subsidiaries are not Affiliates of NRE, NorthStar Real Estate Income Trust, Inc., NorthStar Healthcare Income, Inc., NorthStar Real Estate Income II, Inc., NorthStar/RXR New York Metro Real Estate, Inc., NorthStar Corporate Income Fund, NorthStar Real Estate Capital Income Fund, NorthStar Corporate Income, Inc. and similar persons sponsored or co-sponsored by Polaris or Polaris Subsidiaries (and vice versa) (c) Polaris and the Polaris Subsidiaries are not Affiliates of Polaris Clients and similar persons sponsored or co-sponsored by Polaris or Polaris Subsidiaries (and vice versa), and (d) Constellation and the Constellation Subsidiaries are not Affiliates of Constellation Clients and similar persons sponsored or co-sponsored by Constellation or Constellation Subsidiaries (and vice versa). Aggregate Sirius Awards has the meaning assigned in Section 2.17(c). Agreement has the meaning assigned in the Preamble. Alternative Acquisition Agreement means any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other similar agreement (other than a confidentiality agreement as referred to in Section 6.01(a) in the case of Polaris, Section 6.02(a) in the case of Sirius and Section 6.03(a) in the case of Constellation) relating to any Polaris Acquisition Proposal, Sirius Acquisition Proposal or Constellation Acquisition Proposal, as applicable. Applicable Effective Time means the Redomestication Effective Time, the New Holdco Merger Effective Time, the Sirius-Polaris Merger Effective Time, or the Constellation-Polaris Merger Effective Time, as applicable. Articles of Conversion has the meaning assigned in Section 2.03(e). Available New Sirius Shares has the meaning assigned in Section 2.17(c). Benefit Plan has the meaning assigned in Section 5.01(l). business day means any day, other than Saturday, Sunday or a day on which the Federal Reserve Bank of New York is closed. Cash-Settled New Sirius Equity Award has the meaning assigned in Section 2.17(c). Client means any client to which Polaris or any Polaris Subsidiary or Constellation or any Constellation Subsidiary, as applicable, provides investment advisory or investment management services. Closing has the meaning assigned in Section 2.02. Closing Date has the meaning assigned in Section 2.02. Code has the meaning assigned in the Recitals. Committed Debt Financing means the debt financing to be incurred pursuant to the Debt Commitment Letter. Company Regulatory Reports has the meaning assigned in Section 4.01(z)(7). Confidentiality Agreements has the meaning assigned in Section 6.08(b). Constellation has the meaning assigned in the Preamble. Constellation Acquisition Proposal means any bona fide proposal or offer from any person or group (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), other than an Other Party or any of its respective Subsidiaries, and whether involving a transaction or series of related transactions, for a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, share exchange, business combination, sale of assets or similar transaction, involving the acquisition or issuance of (a) twenty percent (20%) or more of the total voting power of any class of equity securities of Constellation or Rights thereto or (b) twenty percent (20%) or more of the consolidated net revenues, net income or total assets of Constellation and its Subsidiaries, on a consolidated basis. Constellation Adviser has the meaning assigned in Section 4.03(y)(1). Constellation Adviser Regulation D Covered Persons has the meaning assigned in Section 4.03(y)(3). Constellation Board means the Board of Directors of Constellation. Constellation Board Recommendation has the meaning assigned in the Recitals. Constellation Cancelled Shares has the meaning assigned in Section 2.11(a). Constellation Change of Recommendation has the meaning assigned in Section 6.03(b)(4). Constellation Class A Cancelled Shares has the meaning assigned in Section 2.11(a). Constellation Class A Common Stock means the Class A common stock, par value $0.01 per share, of Constellation. Constellation Class A Exchange Ratio has the meaning assigned in Section 2.11(a). Constellation Class A Merger Consideration has the meaning assigned in Section 2.11(a). Constellation Class B Cancelled Sh

Definitions from Agreement

AGREEMENT AND PLANS OF MERGER, dated as of June 2, 2016 (this Agreement), among NORTHSTAR REALTY FINANCE CORP., a Maryland corporation (Sirius), COLONY CAPITAL, INC., a Maryland corporation (Constellation), NORTHSTAR ASSET MANAGEMENT GROUP INC., a Delaware corporation (Polaris), NEW POLARIS INC., a Maryland corporation and a wholly owned Subsidiary of Polaris (New Polaris), SIRIUS MERGER SUB-T, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Sirius (Sirius Sub), NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP, a Delaware limited partnership and a Subsidiary of Sirius (Sirius LP), NEW SIRIUS INC., a Maryland corporation and a wholly owned Subsidiary of Sirius (New Sirius) and NEW SIRIUS MERGER SUB, LLC, a Delaware limited liability company and a wholly owned Subsidiary of New Sirius (New Sirius Sub).

Definitions. This Agreement uses the following definitions: Advisory Contract means a contract under which a person acts as an investment adviser, sub-adviser or asset manager to any Client. Affiliate means, with respect to any person, any other person directly or indirectly, controlling, controlled by, or under common control with, such person, through one or more intermediaries or otherwise; it being understood that for purposes of this Agreement (a) Polaris and the Polaris Subsidiaries are not Affiliates of Sirius and the Sirius Subsidiaries (and vice versa), (b) Polaris and the Polaris Subsidiaries are not Affiliates of NRE, NorthStar Real Estate Income Trust, Inc., NorthStar Healthcare Income, Inc., NorthStar Real Estate Income II, Inc., NorthStar/RXR New York Metro Real Estate, Inc., NorthStar Corporate Income Fund, NorthStar Real Estate Capital Income Fund, NorthStar Corporate Income, Inc. and similar persons sponsored or co-sponsored by Polaris or Polaris Subsidiaries (and vice versa) (c) Polaris and the Polaris Subsidiaries are not Affiliates of Polaris Clients and similar persons sponsored or co-sponsored by Polaris or Polaris Subsidiaries (and vice versa), and (d) Constellation and the Constellation Subsidiaries are not Affiliates of Constellation Clients and similar persons sponsored or co-sponsored by Constellation or Constellation Subsidiaries (and vice versa). Aggregate Sirius Awards has the meaning assigned in Section 2.17(c). Agreement has the meaning assigned in the Preamble. Alternative Acquisition Agreement means any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other similar agreement (other than a confidentiality agreement as referred to in Section 6.01(a) in the case of Polaris, Section 6.02(a) in the case of Sirius and Section 6.03(a) in the case of Constellation) relating to any Polaris Acquisition Proposal, Sirius Acquisition Proposal or Constellation Acquisition Proposal, as applicable. Applicable Effective Time means the Redomestication Effective Time, the New Holdco Merger Effective Time, the Sirius-Polaris Merger Effective Time, or the Constellation-Polaris Merger Effective Time, as applicable. Articles of Conversion has the meaning assigned in Section 2.03(e). Available New Sirius Shares has the meaning assigned in Section 2.17(c). Benefit Plan has the meaning assigned in Section 5.01(l). business day means any day, other than Saturday, Sunday or a day on which the Federal Reserve Bank of New York is closed. Cash-Settled New Sirius Equity Award has the meaning assigned in Section 2.17(c). Client means any client to which Polaris or any Polaris Subsidiary or Constellation or any Constellation Subsidiary, as applicable, provides investment advisory or investment management services. Closing has the meaning assigned in Section 2.02. Closing Date has the meaning assigned in Section 2.02. Code has the meaning assigned in the Recitals. Committed Debt Financing means the debt financing to be incurred pursuant to the Debt Commitment Letter. Company Regulatory Reports has the meaning assigned in Section 4.01(z)(7). Confidentiality Agreements has the meaning assigned in Section 6.08(b). Constellation has the meaning assigned in the Preamble. Constellation Acquisition Proposal means any bona fide proposal or offer from any person or group (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), other than an Other Party or any of its respective Subsidiaries, and whether involving a transaction or series of related transactions, for a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, share exchange, business combination, sale of assets or similar transaction, involving the acquisition or issuance of (a) twenty percent (20%) or more of the total voting power of any class of equity securities of Constellation or Rights thereto or (b) twenty percent (20%) or more of the consolidated net revenues, net income or total assets of Constellation and its Subsidiaries, on a consolidated basis. Constellation Adviser has the meaning assigned in Section 4.03(y)(1). Constellation Adviser Regulation D Covered Persons has the meaning assigned in Section 4.03(y)(3). Constellation Board means the Board of Directors of Constellation. Constellation Board Recommendation has the meaning assigned in the Recitals. Constellation Cancelled Shares has the meaning assigned in Section 2.11(a). Constellation Change of Recommendation has the meaning assigned in Section 6.03(b)(4). Constellation Class A Cancelled Shares has the meaning assigned in Section 2.11(a). Constellation Class A Common Stock means the Class A common stock, par value $0.01 per share, of Constellation. Constellation Class A Exchange Ratio has the meaning assigned in Section 2.11(a). Constellation Class A Merger Consideration has the meaning assigned in Section 2.11(a). Constellation Class B Cancelled Sh

Definitions from Agreement

AGREEMENT AND PLANS OF MERGER, dated as of June 2, 2016 (this Agreement), among NORTHSTAR REALTY FINANCE CORP., a Maryland corporation (Sirius), COLONY CAPITAL, INC., a Maryland corporation (Constellation), NORTHSTAR ASSET MANAGEMENT GROUP INC., a Delaware corporation (Polaris), NEW POLARIS INC., a Maryland corporation and a wholly owned Subsidiary of Polaris (New Polaris), SIRIUS MERGER SUB-T, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Sirius (Sirius Sub), NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP, a Delaware limited partnership and a Subsidiary of Sirius (Sirius LP), NEW SIRIUS INC., a Maryland corporation and a wholly owned Subsidiary of Sirius (New Sirius) and NEW SIRIUS MERGER SUB, LLC, a Delaware limited liability company and a wholly owned Subsidiary of New Sirius (New Sirius Sub).

Definitions. This Agreement uses the following definitions: Advisory Contract means a contract under which a person acts as an investment adviser, sub-adviser or asset manager to any Client. Affiliate means, with respect to any person, any other person directly or indirectly, controlling, controlled by, or under common control with, such person, through one or more intermediaries or otherwise; it being understood that for purposes of this Agreement (a) Polaris and the Polaris Subsidiaries are not Affiliates of Sirius and the Sirius Subsidiaries (and vice versa), (b) Polaris and the Polaris Subsidiaries are not Affiliates of NRE, NorthStar Real Estate Income Trust, Inc., NorthStar Healthcare Income, Inc., NorthStar Real Estate Income II, Inc., NorthStar/RXR New York Metro Real Estate, Inc., NorthStar Corporate Income Fund, NorthStar Real Estate Capital Income Fund, NorthStar Corporate Income, Inc. and similar persons sponsored or co-sponsored by Polaris or Polaris Subsidiaries (and vice versa) (c) Polaris and the Polaris Subsidiaries are not Affiliates of Polaris Clients and similar persons sponsored or co-sponsored by Polaris or Polaris Subsidiaries (and vice versa), and (d) Constellation and the Constellation Subsidiaries are not Affiliates of Constellation Clients and similar persons sponsored or co-sponsored by Constellation or Constellation Subsidiaries (and vice versa). Aggregate Sirius Awards has the meaning assigned in Section 2.17(c). Agreement has the meaning assigned in the Preamble. Alternative Acquisition Agreement means any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other similar agreement (other than a confidentiality agreement as referred to in Section 6.01(a) in the case of Polaris, Section 6.02(a) in the case of Sirius and Section 6.03(a) in the case of Constellation) relating to any Polaris Acquisition Proposal, Sirius Acquisition Proposal or Constellation Acquisition Proposal, as applicable. Applicable Effective Time means the Redomestication Effective Time, the New Holdco Merger Effective Time, the Sirius-Polaris Merger Effective Time, or the Constellation-Polaris Merger Effective Time, as applicable. Articles of Conversion has the meaning assigned in Section 2.03(e). Available New Sirius Shares has the meaning assigned in Section 2.17(c). Benefit Plan has the meaning assigned in Section 5.01(l). business day means any day, other than Saturday, Sunday or a day on which the Federal Reserve Bank of New York is closed. Cash-Settled New Sirius Equity Award has the meaning assigned in Section 2.17(c). Client means any client to which Polaris or any Polaris Subsidiary or Constellation or any Constellation Subsidiary, as applicable, provides investment advisory or investment management services. Closing has the meaning assigned in Section 2.02. Closing Date has the meaning assigned in Section 2.02. Code has the meaning assigned in the Recitals. Committed Debt Financing means the debt financing to be incurred pursuant to the Debt Commitment Letter. Company Regulatory Reports has the meaning assigned in Section 4.01(z)(7). Confidentiality Agreements has the meaning assigned in Section 6.08(b). Constellation has the meaning assigned in the Preamble. Constellation Acquisition Proposal means any bona fide proposal or offer from any person or group (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), other than an Other Party or any of its respective Subsidiaries, and whether involving a transaction or series of related transactions, for a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, share exchange, business combination, sale of assets or similar transaction, involving the acquisition or issuance of (a) twenty percent (20%) or more of the total voting power of any class of equity securities of Constellation or Rights thereto or (b) twenty percent (20%) or more of the consolidated net revenues, net income or total assets of Constellation and its Subsidiaries, on a consolidated basis. Constellation Adviser has the meaning assigned in Section 4.03(y)(1). Constellation Adviser Regulation D Covered Persons has the meaning assigned in Section 4.03(y)(3). Constellation Board means the Board of Directors of Constellation. Constellation Board Recommendation has the meaning assigned in the Recitals. Constellation Cancelled Shares has the meaning assigned in Section 2.11(a). Constellation Change of Recommendation has the meaning assigned in Section 6.03(b)(4). Constellation Class A Cancelled Shares has the meaning assigned in Section 2.11(a). Constellation Class A Common Stock means the Class A common stock, par value $0.01 per share, of Constellation. Constellation Class A Exchange Ratio has the meaning assigned in Section 2.11(a). Constellation Class A Merger Consideration has the meaning assigned in Section 2.11(a). Constellation Class B Cancelled Sh

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 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 July 31, 2014 (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), and SENSEONICS, INCORPORATED with an office located at 20451 Seneca Meadows Parkway, Germantown, Maryland 20876 (Borrower), 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, 2016, if the CE Mark Approval Event does not occur, and August 1, 2016, if the CE Mark Approval Event does occur. Annual Projections is defined in Section 6.2(a). 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 12.1. Basic Rate is, with respect to a Term Loan, the per annum rate of interest (based on a year of three hundred sixty (360) days) equal to Six and Ninety-Five Hundredths percent (6.95%). 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 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., and (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. 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 into any type of swap or other derivative transaction, or otherwise holding or engaging in any ownership interest in any type of Auction Rate Security by Borrower or any of its Subsidiaries shall be conclusively determined by the Lenders as an ineligible Cash Equivalent, and any such transaction shall expressly violate each other provision of this Agreement governing Permitted Investments. Notwithstanding the foregoing, Cash Equivalents does not include and Borrower, and each of its Subsidiaries, are prohibited from purchasing, purchasing participations in, entering into any type of swap or other equivalent derivative transaction, or otherwise holding or engaging in any ownership interest in any type of debt instrument, including, without limitation, any corporate or municipal bonds with a long-term nominal maturity for whi

Definitions from Registration Rights Agreement

REGISTRATION RIGHTS AGREEMENT (the Agreement) dated as of November 2, 2015 between CIFC CORP., a Delaware corporation (the Company), the guarantors listed on Schedule I hereto, including their respective successors and assigns and any additional guarantors under the terms of the Indenture (collectively, the Guarantors), and SANDLER ONEILL + PARTNERS, L.P., as the initial purchaser (the Initial Purchaser) of the Notes (as defined below). This Agreement is made pursuant to the note purchase agreement dated October 28, 2015 among the Company, the Guarantors and the Initial Purchaser (the Purchase Agreement), which provides for the sale by the Company and the Guarantors to the Initial Purchaser of $40,000,000 aggregate principal amount of the Companys 8.50% Senior Notes due 2025 (the Notes). In order to induce the Initial Purchaser to enter into the Purchase Agreement and in satisfaction of a condition to the Initial Purchasers obligations thereunder, the Company and the Guarantors have a

Definitions. As used in this Agreement, the following capitalized defined terms shall have the following meanings: Additional Interest shall have the meaning set forth in Section 2(e) hereof. Closing Time shall mean November 2, 2015. Company shall have the meaning set forth in the preamble to this Agreement and also includes the Companys successors. Depositary shall mean The Depository Trust Company, or any other depositary appointed by the Company, including any agent thereof; provided, however, that any such depositary must at all times have an address in the Borough of Manhattan, The City of New York. Exchange Act shall mean the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the SEC promulgated thereunder. Exchange Offer shall mean the exchange offer by the Company of Exchange Notes for Registrable Notes pursuant to Section 2(a) hereof. Exchange Offer Registration shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof. Exchange Offer Registration Statement shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) covering the Registrable Notes, and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated or deemed to be incorporated by reference therein. Exchange Notes shall mean the 8.50% Senior Notes due 2025 issued by the Company under the Indenture (or an indenture identical in all material respects to the Indenture and which, in either case, has been qualified under the TIA or is exempt from such qualification) containing terms identical to the Notes (except that (i) interest thereon shall accrue from the last date to which interest has been paid or duly provided for on the Notes or, if no such interest has been paid or duly provided for, from the Interest Accrual Date, (ii) provisions relating to an increase in the stated rate of interest thereon upon the occurrence of a Registration Default shall be eliminated, (iii) the transfer restrictions and legends relating to restrictions on ownership and transfer thereof as a result of the issuance of the Notes without registration under the Securities Act shall be eliminated, (iv) the denominations thereof shall be $1,000 and integral multiples of $1,000) and (v) all of the Exchange Notes will be represented by one or more global Exchange Notes in book-entry form unless exchanged for Exchange Notes in definitive certificated form under the circumstances provided in the Indenture to be offered to Holders of Registrable Notes in exchange for Registrable Notes pursuant to the Exchange Offer. FINRA shall mean the Financial Industry Regulatory Authority, Inc. Guarantors shall have the meaning set forth in the preamble of this Agreement. Holders shall mean (i) the Initial Purchaser, for so long as it owns any Registrable Notes, and each of its successors, assigns and direct and indirect transferees who become registered owners of Registrable Notes under the Indenture, and (ii) each Participating Broker-Dealer that holds Exchange Notes for so long as such Participating Broker-Dealer is required to deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes. Indenture shall mean the indenture dated as of November 2, 2015 among the Company, the Guarantors and U.S. Bank National Association, as trustee, governing the Notes as the same may be amended or supplemented from time to time in accordance with the terms thereof; provided, that if the Exchange Notes are issued under an indenture identical in all material respects to the Indenture and which has been qualified under the TIA or is exempt from such qualification, references to the Indenture herein shall be deemed to refer to such other indenture as the context may require. Interest Accrual Date means November 2, 2015. Initial Purchaser shall have the meaning set forth in the preamble of this Agreement. Majority Holders shall mean the Holders of a majority of the aggregate principal amount of Registrable Notes outstanding, excluding Exchange Notes referred to in clause (ii) of the definition of Holders above; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Notes or Exchange Notes is required hereunder, Registrable Notes and Exchange Notes held by the Company or any of its affiliates (as such term is defined in Rule 405 under the Securities Act) shall be disregarded in determining whether such consent or approval was given by the Holders of such required percentage. Notes shall have the meaning set forth in the preamble to this Agreement. Notifying Broker-Dealer shall have the meaning set forth in Section 3(f). Participating Broker-Dealer shall have the meaning set forth in Section 3(f). Person shall mean an individual, partnership, joint venture, limited liability c

Definitions from Amended and Restated

Definitions. The following terms shall have the following meanings: 2007 Equity Incentive Plan shall mean the Broadcasting Media Partners, Inc. 2007 Equity Incentive Plan, effective as of March 27, 2007, as amended from time to time, or any successor or additional Company management equity incentive plan approved by the Companys Board. 2007 Principal Investor Agreement shall mean that certain Principal Investor Agreement, dated as of March 29, 2007, by and among the Company, BMPH, Univision and the Principal Investors. 2010 Equity Incentive Plan shall mean the Broadcasting Media Partners, Inc. Equity Incentive Plan, effective as of the date hereof, as amended from time to time, or any successor or additional Company management equity incentive plan approved by the Board. Acquisition Holdco shall have the meaning set forth in the Stockholders Agreement. Acquisition Target shall mean any one or more assets (including any equity interests in any Person) or businesses that the Company or any subsidiary thereof intends to purchase, rent, lease in, license in, exchange or otherwise acquire; provided, that the management of the Company or any subsidiary thereof shall have notified the Board of such intention in writing. Affiliate shall mean, with respect to any specified Person, any other Person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person; provided, however, that neither the Company nor any of its subsidiaries shall be deemed an Affiliate of any of the Stockholders (and vice versa), and, in addition, such specified Persons Affiliates shall also include, (a) if such specified Person is a private equity investment fund, any other private equity investment fund the primary investment advisor to which is the primary investment advisor to such specified Person or an Affiliate thereof and (b) if such specified Person is a natural Person, any Family Member of such natural Person. Affiliated Fund shall mean, with respect to any specified Person, a private equity investment fund that is an Affiliate of such Person or that is advised by the same investment adviser as such Person or by an Affiliate of such investment adviser. Agreement shall have the meaning set forth in the Preamble, as amended from time to time. Amendment shall have the meaning set forth in Section 7.2. Antitrust Laws shall mean any federal, foreign or state law now or hereafter in effect (and any regulation thereunder), including the Sherman Act, the Clayton Act and the Hart-Scott-Rodino Act, in each case as amended, and regulations or policies promulgated thereunder, pertaining to antitrust, competition or fair trade matters. Audit Committee shall have the meaning set forth in Section 2.6. Bankruptcy Code shall mean Chapter 11 of Title 11 of the United States Code, as amended from time to time and any successor statute and all rules and regulations promulgated thereunder. BMPH shall have the meaning set forth in the Preamble. BMPS1 shall mean BMPI Services, LLC. BMPS1 LLC Agreement shall mean the Amended and Restated Limited Liability Company Agreement of BMPS1, dated as of January 29, 2008, as amended from time to time. BMPS2 shall mean BMPI Services II, LLC. BMPS2 LLC Agreement shall mean the Amended and Restated Limited Liability Company Agreement of BMPS2, dated as of December 20, 2010, as amended from time to time. BMPS3 shall mean BMPI Services III, LLC, a Delaware limited liability company. BMPS3 LLC Agreement shall mean the Amended and Restated Limited Liability Company Agreement of BMPS3, dated as of October 1, 2013, as amended from time to time. BMPS4 shall mean BMPI Services IV, LLC, a Delaware limited liability company. BMPS4 LLC Agreement shall mean the Amended and Restated Limited Liability Company Agreement of BMPS4, dated as of November 23, 2013, as amended from time to time. BOFAS shall have the meaning set forth in the definition of Existing Debt Documents. Board shall mean the board of directors of the Company or any authorized committee thereof. Board Nominee shall have the meaning set forth in Section 2.5.2(ii). Board Observer shall have the meaning set forth in Section 2.5.9. Business shall mean the business of the Company and its subsidiaries conducted at any given time or which the Board has authorized the Company to develop or pursue (by acquisition or otherwise), which currently consist of (primarily but not necessarily exclusively) Spanish-language media in the U.S., including Spanish-language television broadcast networks, Spanish-language radio broadcast networks, ownership and operation of Spanish-language television and radio stations and Spanish-language Internet portals. Business Day shall mean any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in the City of New York or Mexico. Calculation Date shall mean the date of the Televisa Closing (i.e., December 20, 2010). C