8% Uses in Definitions Clause

Definitions from Supplemental Indenture

This Twenty-Eighth Supplemental Indenture, dated as of June 9, 2017 (the Twenty-Eighth Supplemental Indenture), is entered into between CalAtlantic Group, Inc., a Delaware corporation formerly known as Standard Pacific Corp. (the Company), the Guarantors (as defined herein) listed on the signature pages hereto and The Bank of New York Mellon Trust Company, N.A. (as successor to J.P. Morgan Trust Company, National Association, Bank One Trust Company, N.A. and The First National Bank of Chicago), as trustee (the Trustee);

Definitions. The following terms shall have the meaning set forth below in this Twenty-Eighth Supplemental Indenture. Except as otherwise provided in this Twenty-Eighth Supplemental Indenture, all words, terms and phrases defined in the Original Indenture (but not otherwise defined herein) shall have the same meaning herein as in the Original Indenture. To the extent terms defined herein differ from terms defined in the Original Indenture the terms defined herein will govern for purposes of this Twenty-Eighth Supplemental Indenture and the Notes. 2019 Notes means the Companys 1/4% Convertible Senior Notes due 2019. 2020 Notes means the Companys 6 5/8% Senior Notes due 2020. 2022 Notes means the Companys 5 3/8% Senior Notes due 2022. 2024 Notes means the Companys 5 7/8% Senior Notes due 2024. 2024 Notes Indenture means the Original Indenture as amended and supplemented by the Twenty-First Supplemental Indenture thereto and the Twenty-Fifth Supplemental Indenture thereto. 2026 Notes means the Companys 5 1/4% Senior Notes due 2026. 2026 Notes Indenture means the Original Indenture as amended and supplemented by the Twenty-Seventh Supplemental Indenture thereto. 2032 Notes means the Companys 1 1/4% Convertible Senior Notes due 2032. 1 5/8% 2018 Notes means the Companys 1 5/8% Convertible Senior Notes due 2018. 6 1/4% 2021 Notes means the Companys 6 1/4% Senior Notes due 2021. 6 1/4% 2021 Notes Indenture means the Original Indenture as amended and supplemented by the Twentieth Supplemental Indenture thereto and the Twenty-Fourth Supplemental Indenture thereto. 8 3/8% 2018 Notes means the Companys 8 3/8% Senior Notes due 2018. 8 3/8% 2018 Notes Indenture means the Original Indenture as amended and supplemented by the Fourteenth Supplemental Indenture thereto, the Fifteenth Supplemental Indenture thereto and the Twenty-Second Supplemental Indenture thereto. 8 3/8% 2021 Notes means the Companys 8 3/8% Senior Notes due 2021. 8 3/8% 2021 Notes Indenture means the Original Indenture as amended and supplemented by the Sixteenth Supplemental Indenture thereto and the Twenty-Third Supplemental Indenture thereto. Additional Notes means any newly issued Notes issued after the Original Issue Date of the Initial Notes from time to time in accordance with the terms of the Indenture. Attributable Debt, when used with respect to any Sale and Leaseback Transaction, means, as at the time of determination, the present value (discounted at a rate equivalent to the Companys then-current weighted average cost of funds for borrowed money as at the time of determination, compounded on a semi-annual basis) of the total obligations of the lessee for rental payments during the remaining term of any Capitalized Lease Obligations included in any such Sale and Leaseback Transaction. Bank Credit Facility means the Companys Credit Agreement dated as of October 5, 2015, as amended, renewed, supplemented or otherwise modified from time to time, and any other bank credit agreement or credit facility entered into in the future by the Company or any Restricted Subsidiary and any other agreement (including all related ancillary agreements) pursuant to which any of the Indebtedness, Obligations, commitments, costs, expenses, fees, reimbursements and other indemnities payable or owing under the Credit Agreement or any other bank credit agreement or credit facility (or under any subsequent Bank Credit Facility) may be refinanced, restructured, renewed, extended, refunded, replaced or increased, as the Credit Agreement or any other such bank credit agreement, credit facility or other agreement may from time to time at the option of the parties thereto be amended, renewed, supplemented or otherwise modified. Capital Stock of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity. Capitalized Lease Obligations means any obligations under a lease that are required to be capitalized for financial reporting purposes in accordance with GAAP. Change of Control means the occurrence of any of the following events:

Definitions from Nominating Agreement

This Nominating Agreement (as it may be amended from time to time, this Agreement) is made as of May 10, 2017 by and between Affinion Group Holdings, Inc., a Delaware corporation (the Company), and Metro SPV LLC (ICG).

Definitions. The following terms shall have the following meanings: 8% ICG Nominee means Christophe Browne, or any other Person selected by ICG to serve as the replacement 8% ICG Nominee. 8% ICG Threshold has the meaning set forth in Section 2.1(b). 16% ICG Nominee means any Person selected by ICG to serve as nominee and for which ICG has notified the Company of such selection, or any other Person selected by ICG to serve as the replacement 16% ICG Nominee. 16% ICG Threshold has the meaning set forth in Section 2.1(b). Affiliate(s) of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, control (including, with correlative meanings, the terms controlling, controlled by and under common control with), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. Agreement has the meaning set forth in the Preamble. Amendment has the meaning set forth in the Recitals. Board has the meaning set forth in the Recitals. Bylaws means the Fourth Amended and Restated Bylaws of the Company, as amended from time to time. Certificate means the Fourth Amended and Restated Certificate of Incorporation of the Company, as amended from time to time. Charter Documents means, with respect to the Company, the certificate of incorporation, bylaws of the Company, and the Shareholder Agreement as the same may be amended, supplemented, modified or restated from time to time, and with respect to any other Person, the articles, bylaws, certificate of incorporation, certificate of formation, operating agreement, partnership agreement or any other similar incorporating or formation documents of such Person, as the same may be amended, supplemented, modified or restated from time to time. Company has the meaning set forth in the Preamble. Company Common Stock has the meaning set forth in the Recitals. Derivative Securities has the meaning set forth in the Shareholder Agreement. Director means any member of the Board (other than any Person (if any) effecting observer rights on the Board). Equity Incentive Plans means any equity incentive plans for officers, employees or Directors of the Company. ICG has the meaning set forth in the Preamble. ICG Nominees means the 8% ICG Nominee and the 16% ICG Nominee. Necessary Action means, with respect to a specified result, all actions that are permitted by law and necessary or appropriate to cause such result, including (i) recommending that the Companys Stockholders vote in favor of the election of the ICG Nominees, (ii) agreeing to commercially reasonable amendments to the applicable Charter Documents, (iii) executing agreements and instruments reasonably necessary to permit ICG to exercise its rights hereunder, and (iv) making, or causing to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result, in each case subject to compliance with applicable law. Outstanding Company Common Stock means, as of any given time, the then issued and outstanding Company Common Stock, including any Derivative Securities on an as-exercised basis, but excluding any Company Common Stock issued pursuant to an Equity Incentive Plan. Person means an individual, partnership, limited liability company, corporation, joint venture, trust, business trust, association, or similar entity, whether domestic or foreign, and the heirs, executors, legal representatives, successors and assigns of such entity where the context requires. Recapitalization has the meaning set forth in the Recitals. Shareholder Agreement means the Shareholder Agreement, as amended, dated November 9, 2015, by and among the Company and the stockholders party thereto. Stockholder has the meaning set forth in the Shareholder Agreement. Warrant has the meaning set forth in the Recitals.

Definitions from Nominating Agreement

This Nominating Agreement (as it may be amended from time to time, this Agreement) is made as of May 10, 2017 by and between Affinion Group Holdings, Inc., a Delaware corporation (the Company), and Elliott Management Corporation (Elliott).

Definitions. The following terms shall have the following meanings: 8% Elliott Nominee means any Person selected by Elliott to serve as nominee and for which Elliott has notified the Company of such selection, or any other Person selected by Elliott to serve as the replacement 8% Elliott Nominee. 8% Elliott Threshold has the meaning set forth in Section 2.1(b). 16% Elliott Nominee means any Person selected by Elliott to serve as nominee and for which Elliott has notified the Company of such selection, or any other Person selected by Elliott to serve as the replacement 16% Elliott Nominee. 16% Elliott Threshold has the meaning set forth in Section 2.1(b). Affiliate(s) of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, control (including, with correlative meanings, the terms controlling, controlled by and under common control with), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. Agreement has the meaning set forth in the Preamble. Amendment has the meaning set forth in the Recitals. Board has the meaning set forth in the Recitals. Bylaws means the Fourth Amended and Restated Bylaws of the Company, as amended from time to time. Certificate means the Fourth Amended and Restated Certificate of Incorporation of the Company, as amended from time to time. Charter Documents means, with respect to the Company, the certificate of incorporation, bylaws of the Company, and the Shareholder Agreement as the same may be amended, supplemented, modified or restated from time to time, and with respect to any other Person, the articles, bylaws, certificate of incorporation, certificate of formation, operating agreement, partnership agreement or any other similar incorporating or formation documents of such Person, as the same may be amended, supplemented, modified or restated from time to time. Company has the meaning set forth in the Preamble. Company Common Stock has the meaning set forth in the Recitals. Derivative Securities has the meaning set forth in the Shareholder Agreement. Director means any member of the Board (other than any Person (if any) effecting observer rights on the Board). Elliott has the meaning set forth in the Preamble. Elliott Nominees means the 8% Elliott Nominee and the 16% Elliott Nominee. Equity Incentive Plans means any equity incentive plans for officers, employees or Directors of the Company. Necessary Action means, with respect to a specified result, all actions that are permitted by law and necessary or appropriate to cause such result, including (i) recommending that the Companys Stockholders vote in favor of the election of the Elliott Nominees, (ii) agreeing to commercially reasonable amendments to the applicable Charter Documents, (iii) executing agreements and instruments reasonably necessary to permit Elliott to exercise its rights hereunder, and (iv) making, or causing to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result, in each case subject to compliance with applicable law. Outstanding Company Common Stock means, as of any given time, the then issued and outstanding Company Common Stock, including any Derivative Securities on an as-exercised basis, but excluding any Company Common Stock issued pursuant to an Equity Incentive Plan. Person means an individual, partnership, limited liability company, corporation, joint venture, trust, business trust, association, or similar entity, whether domestic or foreign, and the heirs, executors, legal representatives, successors and assigns of such entity where the context requires. Recapitalization has the meaning set forth in the Recitals. Shareholder Agreement means the Shareholder Agreement, as amended, dated November 9, 2015, by and among the Company and the stockholders party thereto. Stockholder has the meaning set forth in the Shareholder Agreement. Warrant has the meaning set forth in the Recitals.

DEFINITIONS from Retirement Plan

The Plan is intended to comply with the requirements of the Employee Retirement Income Security Act of 1974 and Section 401(k) of the Internal Revenue Code of 1986, as amended, and the Regulations promulgated thereunder. Effective as of January 1, 1988, the Plan was amended and restated to reflect the merger, also effective as of that date, of the Plan with the Employee Stock Ownership Plan for which contributions were suspended. Effective as of October 1, 1990, the Plan was amended and restated to provide additional investment options. Certain officers, as set forth in Section 16 of the Securities Exchange Act of 1934 and the rules thereunder ("Section 16 Officer(s)"), are subject to special limitations on their ability to make "participant-directed transactions" under the Plan. These provisions are set forth in Section XII of the Plan and apply to Section 16 Officers notwithstanding any other inconsistent provisions in the Plan. Effective January 1, 1994, the Plan was amended and res

DEFINITIONS. The following terms, when used herein, shall have the meanings stated below unless a different meaning is otherwise indicated or required by the context. As used herein, the singular number shall be deemed to include the plural, unless a different meaning is clearly indicated by the context:Account - Savings Contribution Account, Matching Contribution Account, ESOP Account, Rollover Account, and Profit Sharing Account, respectively, maintained for a Participant (or an Eligible Employee) as applicable.Affiliate - Any corporation 80 percent or more of whose stock (based on voting power or value) is owned directly or indirectly by the Company and any partnership or trade or business which is 80 percent or more controlled directly or indirectly by the Company, except that with respect to Section 3.7 hereof "50 percent" shall be substituted for "80 percent."The term "Affiliate" shall also include any corporation, partnership, trade, or business that is 50 percent or more owned directly or indirectly by the Company and unrelated to the Company under Sections 414(b), 414(c), 414(m), and 414(o) of the Code. Any Affiliate that meets the foregoing definition and adopts the Plan in accordance with Article IX of the Plan shall be a Participating Affiliate in the Plan and is subject to the multiple employer plan rules of Section 413(c) of the Code and the Treasury Regulations issued thereunder.Board of Directors - The Board of Directors of the Company. Code - The Internal Revenue Code of 1986, as amended.Committee - The MDU Resources Group, Inc. Employee Benefits Committee appointed to administer the Plan pursuant to Article IV. Common Stock - Common Stock of the Company.Company - MDU Resources Group, Inc. or any successor thereto.Company Pension Plan - Any one or more of the following pension plans: MDU Resources Group, Inc. Pension Plan for Non-Bargaining Unit Employees, Knife River Corporation Salaried Employees' Pension Plan, and Williston Basin Interstate Pipeline Company Pension Plan.Compensation - The total compensation paid to an Eligible Employee by the Employer (not in excess of $200,000, as adjusted by the Secretary of the Treasury to reflect increases in the cost of living), unreduced by any savings contributions of the Eligible Employee to the Plan, and any amount contributed by the Employer pursuant to a salary reduction agreement and which is not includible in the gross income of an Employee under Sections 125, 132(f)(4), 402(e)(3), 402(h), or 403(b) of the Code, including any differential wage payment (as defined in Section 3401(h)(2) of the Code), but excluding other contributions to the Plan, contributions to other employee benefit plans, relocation allowances, club membership reimbursements, the cost of group life insurance that is added to taxable income of the Eligible Employee, and any other extra or additional compensation from the Employer which does not constitute base compensation, such as bonuses and other incentive compensation. Notwithstanding the foregoing, for the 2000 - 2003 Plan Years, for participants employed by International Line Builders, Inc., Highline Equipment, Inc. or Loy Clark Pipeline Co. Inc., Compensation shall include bonuses and dividend equivalents.Deferred Savings Feature - That portion of the Plan attributable to participation in a cash or deferred arrangement with the Company pursuant to Section 401(k) of the Code.Direct Rollover - For purposes of Section 4.7, a Direct Rollover is a payment by the Plan to the Eligible Retirement Plan specified by the Distributee.Disability - A physical or mental condition of an Eligible Employee which results in permanent and total disability as defined by the Social Security Administration.Distributee - For purposes of Section 4.7, a Distributee includes an Employee or former Employee. In addition, the Employee's or former Employee's surviving spouse and the Employee's or former Employee's spouse or former spouse who is the alternate payee under a qualified domestic relations order (QDRO), as defined in Section 414(p) of the Code, are Distributees with regard to the interest of the spouse or former spouse.Effective Date -The "Effective Date" of the amendment and restatement of the Plan is January 1, 2017. The Plan was originally established effective January 1, 1984.Eligible Employee - An "Eligible Employee" means each regular full-time Employee or part-time Employee scheduled to work at least 1,000 hours a year who is at least 18 years of age and who is actively employed by the Employer, provided, however, that a part-time Employee scheduled to work less than 1,000 hours a year who completes more than 1,000 hours of service within a twelve-month period beginning on the Employee's employment date or in any subsequent Plan Year shall be an Eligible Employee. Notwithstanding the foregoing, unless specifically approved as an Eligible Employee by the Committee, an Employee of an Employer shall not be an Eligible Employee during any time wh

Definitions from Gas Gathering Agreement

This Gas Gathering Agreement is made and entered into on April 27, 2017 (together with each Agreement Addendum and the Exhibits hereto, this Agreement), but is effective as of April 27, 2017 (the Effective Date), by and between Rosehill Operating Company, LLC, a Delaware limited liability company (Producer), and Gateway Gathering and Marketing Company, a Maryland corporation (Gatherer). Producer and Gatherer may be referred to individually as Party or collectively as Parties.

Definitions. As used in this Agreement, the following capitalized terms shall have the meanings ascribed to them below: Abandonment Date has the meaning given to it in Section 3.2(d). Additional/Accelerated Well has the meaning given to it in Section 3.2(c). Adequate Assurance of Performance has the meaning given to it in Section 9.3. Adjustment Year has the meaning given to it in Section 5.2(a)(ii). Administrator has the meaning given to it in Section 6.1(b). Affiliate means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, such Person. Producer and Gatherer and Raven Gathering System, LLC shall not be considered Affiliates of each other for purposes of this Agreement, except for Section 2.2(b). Affiliate Entity means any Affiliate to whom Gatherer assigns its rights and obligations under this Agreement. Affiliate Entity Dedicated Properties has the meaning given to it in Section 15.1(a)(ii). Agreement has the meaning set forth in the preamble hereof. Agreement Addendum means an Agreement Addendum by and between Producer and Gatherer that expressly states that it is governed by this Agreement. Agreement Addenda shall be the collective reference to each Agreement Addendum then in effect. Btu means the amount of heat required to raise the temperature of one pound of water one degree Fahrenheit at a pressure of 14.73 Psia and determined on a gross, dry basis. Business Day means a Day (other than a Saturday or Sunday) on which commercial banks in the State of Texas are generally open for business. Cancellation Date has the meaning given to it in Section 3.1(c). Claiming Party has the meaning given to it in the definition of Force Majeure. Communications has the meaning given to it in Section 16.2. Conditional Amount has the meaning set forth in Section 9.1(a). Conflicting Dedication means any gathering agreement, commitment, or arrangement (including any volume commitment) that requires Producers owned Gas or Gas that Producer controls to be gathered on any gathering system or similar system other than the System, including any such agreement, commitment, or arrangement burdening properties hereinafter acquired by Producer in the Dedication Area. No dedication of acreage shall constitute a Conflicting Dedication if Producers requirement under such dedication is to deliver Gas from the tailgate of the System or any other point that is a Delivery Point hereunder. Control (including the term Controlled) means (a) with respect to any Person, the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting shares, by contract, or otherwise and (b) with respect to any Gas, such Gas produced from the Dedication Area and owned by a Third Party or an Affiliate and with respect to which Producer has the contractual right or obligation (pursuant to a marketing, agency, operating, unit, or similar agreement) to market such Gas and Producer elects or is obligated to market such Gas on behalf of the applicable Third Party or Affiliate. Credit-Worthy Person means a Person with a senior unsecured and credit-unenhanced long term debt rating equivalent to A- or better as determined by at least two rating agencies, one of which must be either Standard & Poors or Moodys (or if either one or both are not available, equivalent ratings from alternate rating sources reasonably acceptable to Gatherer). Crude Oil has the meaning assigned to such term in any Transaction Document relating to the provision of crude oil gathering services by Gatherer. Crude Oil Gathering System has the meaning assigned to the term Individual System in any Transaction Document relating to the provision of crude oil gathering services by Gatherer. Day means a period of time beginning at 12:00 a.m. (midnight) Central Time on a calendar day and ending at 12:00 a.m. (midnight) Central Time on the succeeding calendar day. The term Daily shall have the correlative meaning. Dedicated Production means (a) Gas owned by Producer or an Affiliate of Producer and produced from a Well within the Dedication Area that is operated by Producer or an Affiliate of Producer, (b) Gas produced within the Dedication Area that is owned by a Third Party and under the Control of Producer and (c) Purchased Dedicated Production. Dedicated Properties means the interests held by Producer or its Affiliate in the oil and/or gas leases, mineral interests, and other similar interests as of the Effective Date or acquired by Producer or its Affiliates after the Effective Date that relate to land within the Dedication Area. Notwithstanding the foregoing, any interest that is permanently released pursuant to Section 2.4(a) or otherwise, shall cease to be included in this definition of Dedicated Properties immediately upon the effectiveness of such permanent release. Dedication Area mean

DEFINITIONS from Tax Separation Agreement

This Tax Separation Agreement (the Agreement) is entered into as of the [*] day of [*], [2017], between MetLife, Inc. (MetLife), a Delaware corporation, by and on behalf of itself and each Affiliate of MetLife, and Brighthouse Financial, Inc. (Brighthouse and, together with MetLife, the Parties), a Delaware corporation, by and on behalf of itself and each Affiliate of Brighthouse.

DEFINITIONS. For purposes of this Agreement (including the recitals hereof), the following terms have the following meaning, and capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings assigned to them in the Master Separation Agreement. Active Trade or Business means the business that is actively conducted (as defined in Section 355(b)(2) of the Code and the regulations thereunder) by the separate affiliated group (as defined in Section 355(b)(3)(B) of the Code) with respect to Brighthouse or MetLife, as applicable, as conducted immediately prior to the Distribution. Adjustment Request means any formal or informal claim or request filed with any Tax Authority, or with any administrative agency or court, for the adjustment, refund, or credit of Taxes, including (a) any amended Tax Return claiming adjustment to the Taxes as reported on the Tax Return or, if applicable, as previously adjusted, (b) any claim for equitable recoupment or other offset, and (c) any claim for refund or credit of Taxes previously paid. Affiliate means any corporation, partnership, limited liability company, or other entity directly or indirectly Controlled by the entity in question. Agreement has the meaning set forth in the Preamble. BRCD means Brighthouse Reinsurance Company of Delaware. Brighthouse has the meaning set forth in the Preamble. Brighthouse Capital Stock means all classes or series of capital stock of Brighthouse, including (a) the Brighthouse Common Stock, (b) all options, warrants and other rights to acquire such capital stock and (c) all instruments properly treated as stock in Brighthouse for U.S. federal income tax purposes. Brighthouse Common Stock means the ordinary voting interests in Brighthouse. Brighthouse Group means Brighthouse and all Affiliates of Brighthouse (and each such entitys predecessors and successors), as determined immediately after the Distribution. For the avoidance of doubt, a fiscally transparent entitys items of income, gain, loss or deduction is treated as attributable to such entitys owners or shareholders. Brighthouse Separate Return means any Tax Return of or including any member of the Brighthouse Group (including any consolidated, combined or unitary return) that is not a Joint Return. Capital Stock means the Brighthouse Capital Stock or the MetLife Capital Stock, as applicable. Code means the Internal Revenue Code of 1986, as amended. Contributed Property means the following property contributed by MetLife to HoldCo as part of the Separation: (i) 100% of the outstanding shares of common stock of MLUS, (ii) 100% of the outstanding shares of common stock of New England Life Insurance Company, (iii) 100% of the membership interests in Brighthouse Securities LLC, (iv) 100% of the membership interests in Brighthouse Services LLC, and (v) 100% of the interests in MetLife Advisers LLC. Control means the ownership of stock or other securities possessing at least 50 percent of the total combined voting power of all classes of securities entitled to vote. Debt-for-Equity Exchange means the distribution by MetLife of Retained Stock to MetLife creditors, in any case no later than five years after the Distribution. Distribution has the meaning set forth in the Recitals. Distribution Date has the meaning set forth in the Recitals. Employee Matters Agreement means the Employee Matters Agreement entered into by and between MetLife and Brighthouse on the date hereof, as the same may be amended. Employment Taxes means any Tax the liability or responsibility for is allocated pursuant to the Employee Matters Agreement. Fifty-Percent or Greater Interest has the meaning ascribed to such term for purposes of Sections 355(d) and (e) of the Code. Final Determination means the final resolution of liability for any Tax, which resolution may be for a specific issue or adjustment or for a taxable period, (a) by IRS Form 870 or 870-AD (or any successor forms thereto), on the date of acceptance by or on behalf of the taxpayer, or by a comparable form under the laws of a state, local, or non-U.S. taxing jurisdiction, except that a Form 870 or 870-AD or comparable form shall not constitute a Final Determination to the extent that it reserves (whether by its terms or by operation of law) the right of the taxpayer to file a claim for refund or the right of the Tax Authority to assert a further deficiency in respect of such issue or adjustment or for such taxable period (as the case may be); (b) by a decision, judgment, decree, or other order by a court of competent jurisdiction, which has become final and unappealable; (c) by a closing agreement or accepted offer in compromise under Sections 7121 or 7122 of the Code, or a comparable agreement under the laws of a state, local, or non-U.S. taxing jurisdiction; (d) by any allowance of a refund or credit in respect of an overpayment of Tax, but only after the expiration of all periods during which such refund may be recovered (including by w

Definitions from Asset Purchase Agreement

This Asset Purchase Agreement is dated as of April 11, 2017 (this Agreement), by and between The Valspar Corporation, a Delaware corporation (Seller), Axalta Coating Systems Ltd., a Bermuda exempted company (Purchaser) and, solely for purposes of Sections 5.1(a) (Efforts), 5.1(b) (Efforts), 5.3 (Confidentiality), 5.8 (Names Following Closing), 5.13 (Non-Solicitation) and 10.13 (Liability of Financing Sources), The Sherwin-Williams Company, an Ohio corporation (Parent).

Definitions. As used herein, the following terms have the meanings set forth below: Adjustment Amount means an amount, which may be positive or negative, equal to (a) the Closing Working Capital minus (b) the Target Working Capital. Affiliate means, as to any Person, any other Person which, directly or indirectly, controls, or is controlled by, or is under common control with, such Person. As used in this definition, control (including, with its correlative meanings, controlled by and under common control with) means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by Contract or otherwise. Business Day means any day other than a Saturday, Sunday or any other day on which commercial banks in New York, New York are authorized or required by Law to remain closed. Canadian Consent Agreement the consent agreement that is expected to be issued by the Commissioner of Competition as it relates to the Transaction. Cash Amounts means all cash and cash equivalents other than accounts receivables, bank and other depositary accounts and safe deposit boxes, demand accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts. Closing Purchase Price means either (a) if the Estimated Adjustment Amount is a positive amount, the sum of the Base Purchase Price plus the Estimated Adjustment Amount or (b) if the Estimated Adjustment Amount is a negative amount, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount. Closing Working Capital means the Working Capital as of immediately prior to the Closing. Code means the U.S. Internal Revenue Code of 1986, as amended. Contract means any contract, purchase order, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, covenant, arrangement, commitment or other instrument or obligation that is legally binding, whether written or oral. Covered Loss means, subject to Section 9.7, fines, damages, payments (including those arising out of any settlement or Judgment relating to any Proceeding), costs, Taxes, interest, penalties, fees and expenses, losses, Liabilities and claims including (i) reasonable attorneys and accountants fees, (ii) disbursements and (iii) costs of enforcing claims for indemnification under this Agreement, provided that with respect to this clause (iii), in the case of a direct claim by one party to this Agreement against another party to this Agreement, no cost of enforcing a claim for indemnification under this Agreement shall be a Covered Loss unless the relevant Party enforcing such claim is successful on the merits with respect to such claim. Delayed Transfer Industrial Wood Employee means any Inactive Industrial Wood Employee who (a) returns to work within six months of the Closing and (b) was employed by the Seller or its Subsidiaries immediately before the Closing and dedicating more than 50% of hours worked, during the 12-month period prior to the employees disability leave, to the Industrial Wood Business. Environmental Laws means any Law (a) relating to pollution or the protection, preservation or restoration of the environment (including indoor or outdoor air, surface water, groundwater, surface land or subsurface land), or any regulation of any Hazardous Materials or relating to human health and safety with respect to any Hazardous Materials or (b) that regulates, imposes liability (including for enforcement, investigatory costs, cleanup, removal or response costs, natural resource damages, contribution, injunctive relief, personal injury or property damage) or establishes standards of care with respect to any of the foregoing, including the Comprehensive Environmental Response, Compensation and Liability Act, 42 USC. Section 9601 et. seq., the Resource Conservation and Recovery Act, 42 USC. Section 6901 et. seq., the Toxic Substances Control Act, 15 USC. Section 2601 et. seq., the Federal Water Pollution Control Act, 33 USC. Section 1151 et seq., the Clean Air Act, 42 USC. Section 7401 et seq., the Federal Insecticide, Fungicide and Rodenticide Act, 7 USC. Section 111 et. seq., the Occupational Safety and Health Act, 29 USC. Section 651 et. seq., the Asbestos Hazard Emergency Response Act, 15 USC. Section 2601 et. seq., the Safe Drinking Water Act, 42 USC. Section 300f et. seq., the Oil Pollution Act of 1990 and analogous state acts, and all such laws, ordinances, regulations, codes, orders, judgments, injunctions, awards and decrees as are applicable to the foregoing. ERISA means the Employee Retirement Income Security Act of 1974, as amended. ERISA Affiliate means, with respect to any entity, trade or business, any other entity, trade or business that is, or was at the relevant time, a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes or

Definitions from Debenture

THIS 9.5% ORIGINAL ISSUE DISCOUNT SENIOR SECURED DEBENTURE is one of a series of duly authorized and validly issued 9.5% Original Issue Discount Senior Secured Convertible Debentures of CareDx, Inc., a Delaware corporation, (the Company), having its principal place of business at 3260 Bayshore Boulevard, Brisbane, California 94005 (this debenture, as amended, restated, supplemented or otherwise modified from time to time, the Debenture and collectively with the other debentures of such series, the Debentures) and is issued pursuant to the Purchase Agreement (as defined below).

Definitions. For the purposes hereof, in addition to the terms defined elsewhere in this Debenture, (a) capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement and (b) the following terms shall have the following meanings: Agent means JGB Collateral LLC, a Delaware limited liability company. Allenex means, collectively, CareDx International AB f/k/a Allenex AB and its subsidiaries. Allenex Indebtedness shall have the meaning set forth in Section 6(a)(i). Allenex Vendors shall have the meaning set forth in Section 6(a)(i). AlloMap means the Companys AlloMap heart transplant molecular test for the monitoring and identification of heart transplant recipients. AlloSure means the Companys sequencing-based test to detect donor-derived cell-free DNA after organ transplantation. Applicable Interest Rate means an annual rate equal to nine and one-half percent (9.5%); provided, however, following the occurrence and during the continuance of an Event of Default, the Applicable Interest Rate shall automatically, without notice or any other action required by Holder, mean an annual rate equal to twelve and one-half percent (12.5%). Bankruptcy Event means any of the following events: (a) the Company or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Company or any Significant Subsidiary thereof, (b) there is commenced against the Company or any Significant Subsidiary thereof any such case or proceeding that is not dismissed within sixty (60) days after commencement, (c) the Company or any Significant Subsidiary thereof is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered, (d) the Company or any Significant Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or stayed within sixty (60) calendar days after such appointment, (e) the Company or any Significant Subsidiary thereof makes a general assignment for the benefit of creditors, (f) the Company or any Significant Subsidiary thereof calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts, (g) the Company or any Significant Subsidiary thereof, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing, or (h) the Company or any Significant Subsidiary admits in writing its inability, or is otherwise unable, to pay its debts generally as they become due. For the avoidance of doubt, Allenex shall, in any case, be deemed a Significant Subsidiary of the Company. Base Conversion Price shall have the meaning set forth in Section 5(b). Beneficial Ownership Limitation shall have the meaning set forth in Section 4(i). Blocked Account shall have the meaning set forth in Section 6(b). Blocked Account Agreement shall have the meaning set forth in Section 6(b). Bloomberg means Bloomberg, L.P. Board of Directors means the board of directors of the Company. Buy-In shall have the meaning set forth in Section 4(f). Calculation Date shall have the meaning set forth in Section 6(c). Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or group (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of fifty percent (50%) of the voting securities of the Company (other than by means of conversion or exercise of the Debentures and the Warrants issued together with the Debentures), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than fifty percent (50%) of the aggregate voting power of the Company or the successor entity of such transaction, or (c) the Company Disposes of all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than fifty percent (50%) of the aggregate voting power of the acquiring entity immediately after the transaction. CMS means the U.S. Center for Medicare & Medicaid Services. Collateral shall have the meaning given such term in the Security Agreement. Commercial Launch Milestone #1 means the date by which the Company has accumulated aggregate gross revenue of at least $150,000 from

Definitions from Master Separation Agreement

THIS MASTER SEPARATION AGREEMENT (this Agreement) dated as of February 2, 2017, by and between CBS Corporation, a Delaware corporation (CBS), and CBS Radio Inc., a Delaware corporation (Radio). CBS and Radio (including, pursuant to Section 9.12, Acquiror after the Distribution Date) are herein referred to individually as a Party and collectively as the Parties. Capitalized terms used in this Agreement and not otherwise defined have the meanings ascribed to such terms in Article I of this Agreement.

Definitions. As used in this Agreement, the following terms will have the following meanings: Acquiror has the meaning set forth in the Recitals. Acquiror Group has the meaning set forth in the Merger Agreement. Acquiror Public Filings has the meaning set forth in the Section 5.1(a)(ii). Acquiror Registration Statement has the meaning set forth in the Merger Agreement. Acquiror Subsidiary has the meaning set forth in the Merger Agreement. Acquiror Unaffected Stock Value means the volume-weighted average per-share closing price of Acquiror Class A Common Stock for the five consecutive trading days beginning 15 trading days prior to the Tax Opinion Waiver Date, as listed on the NYSE. Action has the meaning set forth in the Merger Agreement. Affiliate has the meaning set forth in the Merger Agreement. Agent has the meaning set forth in the Merger Agreement. Agreement has the meaning set forth in the Recitals. Agreement Disputes has the meaning set forth in Section 7.1. Allocation has the meaning set forth in Section 5.3(i). Ancillary Agreements has the meaning set forth in the Merger Agreement. Assumed Securities Liabilities means all Liabilities to the extent relating to (i) any SEC Filings or other public filings made by Acquiror (including Radio after the Distribution Date) (other than with respect to any information provided by CBS (or, before the Distribution Date, by Radio) specifically for inclusion therein) or (ii) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all information provided by Acquiror specifically for inclusion in (x) the SEC Filings or (y) any public filings made by CBS following the Distribution Date. Assumed Liabilities means (i) the Financing Costs, (ii) the Radio Financing, (iii) the Assumed Securities Liabilities and (iv) any amounts included in the determination of the Final Net Adjustment Amount (as defined in the Merger Agreement) as finally determined in accordance Section 3.5 of the Merger Agreement. Audio Product means any audio-only programs, segments or reports and/or any other audio-only product, excluding Non-Content Assets. Auditors means the independent certified public accountant(s) of CBS, Radio or Acquiror. In the case of Radio and Acquiror, it is the independent certified public accountant(s) then engaged after the Distribution Date. Authorizing Party has the meaning set forth in Section 5.1(a)(iii). Benefit Plan means, with respect to an entity or any of its Subsidiaries, (a) each employee welfare benefit plan (as defined in Section 3(1) of ERISA) and all other employee benefits arrangements, policies or payroll practices (including severance pay, sick leave, vacation pay, salary continuation, disability, retirement, deferred compensation, bonus, stock option or other equity-based compensation, hospitalization, medical insurance or life insurance) sponsored or maintained by such entity or by any of its Subsidiaries (or to which such entity or any of its Subsidiaries contributes or is required to contribute) and (b) all employee pension benefit plans (as defined in Section 3(2) of ERISA), occupational pension plan or arrangement or other pension arrangements sponsored, maintained or contributed to by such entity or any of its Subsidiaries (or to which such entity or any of its Subsidiaries contributes or is required to contribute). For the avoidance of doubt, Benefit Plans includes Health and Welfare Plans. When immediately preceded by CBS, Benefit Plan means any Benefit Plan sponsored, maintained or contributed to by a member of the CBS Group or any Benefit Plan with respect to which a member of the CBS Group is a party. When immediately preceded by Radio, Benefit Plan means any Benefit Plan sponsored, maintained or contributed to by a member of the Radio Group or any Benefit Plan with respect to which a member of the Radio Group is a party. Benefits Transition Date means January 1, 2017. Business means the CBS Business or the Radio Business, as the case may be. Business Day has the meaning set forth in the Merger Agreement. CBS has the meaning set forth in the Preamble. CBS Brands means the trademarks and domain names owned by the CBS Group, including the CBS Eye Design, CBS, CBS RADIO, and CBS SPORTS RADIO, WCBS, KCBS and any other brands that include CBS or the Eye Design along with any brands that include KDKA, WBBM, KYW, WWJ, WBZ, WCCO or WJZ. CBS Brands License Agreements has the meaning set forth in the Merger Agreement. CBS Broadcasting has the meaning set forth in the Recitals. CBS Business means (a) any assets, business or operations of the CBS Group or its Affiliates, other than the Radio Business and (b) any terminated, divested or discontinued businesses or operations related to the CBS Business (as described in the foregoing clause (a)) or the Radio Business (except to the extent termi

Definitions from Lease

THIS LEASE (this Lease) is made as of September 9, 2016, by and between PA Meadows, LLC, a Delaware limited liability company (together with its wholly owned subsidiaries, WTA II, Inc. and CCR Pennsylvania Racing, Inc., and its and their successors and permitted assigns, Lessor), and PNK Development 33, LLC, a Delaware limited liability company (together with its successors and permitted assigns, Lessee).

Definitions. When used in this Lease, the following capitalized terms shall have the meanings indicated: AAA: The American Arbitration Association. Additional Appraiser: the Qualified Appraiser appointed pursuant to Section 10.7.3. Additional Charges: all Impositions and all other amounts, liabilities and obligations which Lessee assumes or agrees to pay under this Lease and, in the event of any failure on the part of Lessee to pay any of those items, except where such failure is due to the acts or omissions of Lessor, every fine, penalty, interest and cost which may be added for non-payment or late payment of such items. Additional Rent: as defined in Section 4.2. Adjusted Revenue: for any applicable Test Period, Net Revenue (i) minus expenses (determined in accordance with GAAP with respect to Lessee and attributable to the Premises) other than Specified Expenses and (ii) plus Specified Proceeds, if any; provided, however, that for purposes of calculating Adjusted Revenue, (A) Net Revenue shall not include Gaming Revenues, Retail Sales or Promotional Allowances of any sublessees under subleases of this Lease for or with respect to Existing Sublet Space, (B) Net Revenue shall include sublease rent received by Lessee from Space Lessees of Existing Sublet Space, and (C) Net Revenue shall include Gaming Revenues, Retail Sales and Promotional Allowances of any sublessees under subleases of this Lease for or with respect to any portion of the Premises other than Existing Sublet Space. For the purposes of this Lease, Adjusted Revenue for each full fiscal quarter commenced prior to the Commencement Date shall be deemed to be $11,349,012. Adjusted Revenue to Rent Ratio: for any Test Period, the ratio for the applicable period of Adjusted Revenue to Rent. Affiliate: shall mean, as to any Person, any other Person that, directly or indirectly, is in control of, controlled by, or under common control with, such Person. For purposes of this definition, control, controlling and controlled by shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. Alterations: as defined in Section 6.1.1. Applicable Standards: the standards generally and customarily applicable from time to time during the Term to similar gaming and hotel facilities in similar markets that have reasonably similar tax rates, competition, population, demographics, annual capital expenditures and of an age comparable to the age and quality of the Improvements existing at the time this standard is being applied. Applicable Value: as defined in Section 10.7. Appointing Authority: as defined in Section 17.4.2. Base Rent: as defined in Exhibit C. Base Year Net Revenue: Two Hundred Eighty-Six Million One Hundred Nineteen Thousand Five Hundred and Eighty-Five and 00/100 Dollars ($286,119,585.00). Business Day: as defined in Section 1.4. CapEx Improvements: as defined in Section 11.1.3. CapEx Requirement: as defined in Section 11.1.3. Capital Improvements: any improvements or alterations or modifications other than ordinary maintenance or repair of the Improvements, including capital improvements and structural alterations, modifications or improvements, or one or more additional structures annexed to any portion of any of the Improvements, or the expansion of existing improvements, which are constructed on any parcel or portion of the Land, during the Term, including construction of a new wing or new story, all of which shall constitute a portion of the Improvements and the Premises hereunder. Cash: Cash and cash equivalents and all instruments evidencing the same or any right thereto and all proceeds thereof. Casino: means The Meadows Racetrack & Casino, located at Washington, Pennsylvania. Casualty Event: any loss of title or any loss of or damage to or destruction of, or any condemnation or other taking (including by any governmental authority) of, any portion of the Premises for which Lessee receives cash insurance proceeds or proceeds of a condemnation award or other similar compensation (excluding proceeds of business interruption insurance). Casualty Event shall include, but not be limited to, any taking of all or any part of the Premises, in or by condemnation or other eminent domain proceedings pursuant to any Legal Requirements, or by reason of the temporary requisition of the use or occupancy of all or any part of the Premises by any Governmental Authority. Change in Control: (i) any Person or group (within the meaning of Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended from time to time, and any successor statute), (a) shall have acquired direct or indirect beneficial ownership or control of fifty percent (50%) or more on a fully diluted basis of the direct or indirect voting power in the Equity Interests of Lessees Parent entitled to vote in an election of directors of Lesse