British Bankers Association Interest Settlement Rate Uses in Definitions Clause

Definitions from Revolving Credit and Guaranty Agreement

This REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of October 21, 2013, is entered into by and among ALLIED SPECIALTY VEHICLES, INC., a Delaware corporation (the Borrower), CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantor Subsidiaries, the Lenders (as defined in Section 1.1) party hereto from time to time, DEUTSCHE BANK SECURITIES INC. (DBSI) and ALLY COMMERCIAL FINANCE LLC (Ally), as Joint Lead Arrangers (collectively, Joint Lead Arrangers), DBSI, Ally and RBS CITIZENS, NATIONAL ASSOCIATION, (RBS), as Joint Book Running Managers (collectively, Joint Book Running Managers), Ally, as Syndication Agent (the Syndication Agent), RBS, as Documentation Agent (in such capacity, the Documentation Agent), and DEUTSCHE BANK AG NEW YORK BRANCH (DBNY), as Administrative Agent (together with its permitted successors and assigns in such capacity, the Administrative Agent) and as Collateral Agent (together with its permitted successors and assigns in such capacity, the Collateral Agent).

Definitions. The following terms used herein, including in the preamble, recitals, exhibits and schedules hereto, shall have the following meanings: Acceptable Floor Planning Program means the floor planning programs of the Borrower or any of its Restricted Subsidiaries existing on the Closing Date and described on Schedule 1.1 and any floor planning program established after the Closing Date, in either case, pursuant to which a financial institution reasonably acceptable to the Administrative Agent (each, a Floor Plan Lender) agrees to (i) finance the purchase of Inventory by the Borrowers or any other Credit Partys Dealers and (ii) pay to the Borrower or such other Credit Party for Accounts arising from sales of Inventory to such Dealers, in each case, pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent. Acceptable Letter of Credit means a standby letter of credit, in form and substance reasonably acceptable to the Administrative Agent and issued or confirmed by a bank that is organized under the laws of the United States or a State thereof, that is acceptable to the Administrative Agent, and that, if requested by the Administrative Agent, has been delivered to the Administrative Agent as additional Collateral. Account Debtor means each Person who is obligated on an Account. Accounts means, as to each Credit Party, all of such Credit Partys accounts as defined in the UCC, whether now owned or hereafter acquired, including all present and future rights of such Credit Party to payment of a monetary obligation, whether or not earned by performance, which is not evidenced by chattel paper or an instrument, (a) for property that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of, (b) for services rendered or to be rendered, (c) for a secondary obligation incurred or to be incurred, or (d) arising out of the use of a credit or charge card or information contained on or for use with such a card. Acquisition means the acquisition by the Borrower of Commercial Bus pursuant to the Acquisition Agreement. Acquisition Agreement means that certain stock purchase agreement, dated as of July 27, 2013, by and between Seller and the Borrower. Additional Commitment Fee as defined in Section 2.23(a). Additional Margin as defined in Section 2.23(a). Additional Secured Note Indenture means any trust indenture pursuant to which any Additional Secured Notes may be issued in accordance with the terms of this Agreement, as such indenture may be amended, restated, supplemented or modified from time to time in accordance with Section 6.15. Additional Secured Notes as defined in Section 6.1(q). Additional Secured Notes Collateral Agent means any collateral agent in respect of the Additional Secured Notes. Additional Secured Notes Documents means, collectively, the Additional Secured Note Indenture, the Additional Secured Notes, the security documents granting Liens on the Collateral (subject to the terms of the Intercreditor Agreement) and the other documents, agreements and instruments (including purchase agreements) entered into in connection with the issuance of the Additional Secured Notes. Additional Secured Notes Secured Parties means the trustee for the Additional Secured Notes, the Additional Secured Notes Collateral Agent and the holders of the Additional Secured Notes in each case from time to time. Adjustable Applicable Commitment Fee Percentage as defined in the definition of Applicable Commitment Fee Percentage. Adjustable Applicable Margins as defined in the definition of Applicable Margin. Adjusted Eurodollar Rate means, for any Interest Rate Determination Date with respect to an Interest Period for a Eurodollar Rate Loan, and subject to availability, a variable rate of interest equal to: (x) (a) the rate of interest determined by the Administrative Agent at which deposits in Dollars are offered for the relevant Interest Period based on information presented on Reuters Screen LIBOR01 (or such other comparable or successor page as may, in the opinion of the Administrative Agent, replace such page for the purpose of displaying such rates) as of 11:00 a.m. (London time) on the day which is two Business Days prior to the first day of such Interest Period, provided that, if at least two such offered rates appear on the Reuters Screen LIBOR01 (or such other comparable or successor page as may, in the opinion of the Administrative Agent, replace such page for the purpose of displaying such rates) in respect of such Interest Period, the arithmetic mean of all such rates (as determined by the Administrative Agent) will be the rate used, or (b) if the rate under preceding clause (a) does not appear on such page or service or if such page or service shall cease to be available, the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate on such other page or other service which displays an average British Bankers Association Int

Definitions from Credit and Guaranty Agreement

This SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of September 5, 2013, is entered into by and among FAIRMOUNT MINERALS, LTD., a Delaware corporation (the U.S. Borrower or the Borrower Representative), FAIRMOUNT MINERALS HOLDINGS, INC., a Delaware corporation (Holdings), CERTAIN SUBSIDIARIES OF THE U.S. BORROWER, as Guarantors, LAKE SHORE SAND COMPANY (Ontario) LTD., an entity organized under the laws of the province of Ontario, Canada, as Canadian Borrower (the Canadian Borrower, and, together with the U.S. Borrower, the Borrowers), the Lenders party hereto from time to time, BARCLAYS BANK PLC (Barclays Bank), as Administrative Agent (together with its permitted successors in such capacity, the Administrative Agent), as Revolving Administrative Agent (together with its permitted successors in such capacity, the Revolving Administrative Agent) and as Collateral Agent (together with its permitted successors in such capacity, the Collateral Agent), KEYBANK NATIONAL

Definitions. The following terms used herein, including in the preamble, recitals, exhibits and schedules hereto, shall have the following meanings: Acquisition has the meaning specified in the recitals hereto. Acquisition Agreement has the meaning specified in the recitals hereto. Acquisition Documents means the Acquisition Agreement, together with all other instruments and agreements entered into by the U.S. Borrower or its Subsidiaries in connection therewith. Adjusted Eurodollar Rate means, for any Interest Rate Determination Date with respect to an Interest Period for a Eurodollar Rate Loan, the greater of (I) 1.00% per annum and (II) the rate per annum obtained by dividing (and rounding upward to the next whole multiple of 1/16 of 1.00%) (i) (a) the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate which appears on the page of the Reuters Screen which displays an average British Bankers Association Interest Settlement Rate (such page currently being LIBOR01 page) (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (b) in the event the rate referenced in the preceding clause (a) does not appear on such page or service or if such page or service shall cease to be available, the rate per annum equal to the rate

Definitions

This CREDIT AND GUARANTY AGREEMENT, dated as of October 10, 2012, is entered into by and among RADNET MANAGEMENT, INC., a California corporation (the "Borrower"), RADNET, INC., a Delaware corporation ("Holdings"), CERTAIN SUBSIDIARIES and AFFILIATES OF THE BORROWER, as Guarantors, the Lenders party hereto from time to time, General Electric Capital Corporation ("GECC"), as syndication agent (the "Syndication Agent"), RBC CAPITAL MARKETS[1] and Deutsche Bank Securities Inc. ("DBSI"), as co-documentation agents (together, the "Co-Documentation Agents") and BARCLAYS BANK PLC ("Barclays"), as Administrative Agent (together with its permitted successors in such capacity, the "Administrative Agent") and as Collateral Agent (together with its permitted successors in such capacity, the "Collateral Agent").

Definitions. The following terms used herein, including in the preamble, recitals, exhibits and schedules hereto, shall have the following meanings: "Acquisition Consideration" means the purchase consideration for any Permitted Acquisition and all other payments by any Loan Party or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, "earn-outs" and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business. "Adjusted Eurodollar Rate" means, for any Interest Rate Determination Date with respect to an Interest Period for a Eurodollar Rate Loan, the rate per annum obtained by dividing (and rounding upward to the next whole multiple of 1/100 of 1.00%) (i) (a) the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate which appears on the page of the Reuters Screen which displays an average British Bankers Association Interest Settlement Ratethe London interbank offered rate administered by ICE Benchmark Administration Limited (such page currently being LIBOR01 page) (the "LIBO Rate") for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (b) in the event the rate referenced in the preceding clause (a) does not appear on such page or service or if such page or service shall cease to be available, the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate on such other page or other service which displays an average British Bankers Association Interest Settlementthe LIBO Rate for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (c) in the event the rates referenced in the preceding clauses (a) and (b) are not available, the rate per annum equal to the offered quotation rate to first class banks in the London interbank market by the Administrative Agent for deposits (for delivery on the first day of the relevant period) in Dollars of amounts in same day funds comparable to the principal amount of the applicable Loan of the Administrative Agent, in its capacity as a Lender, for which the Adjusted Eurodollar Rate is then being determined with maturities comparable to such period as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, by (ii) an amount equal to (a) one minus (b) the Applicable Reserve Requirement. Notwithstanding anything herein to the contrary, in respect of Tranche B Term Loans only, the Adjusted Eurodollar Rate shall not be less than 1.00% per annum at any time. "Administrative Agent" has the meaning specified in the preamble hereto.

Definitions from Revolving Credit Agreement

This SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of December 20, 2013, is among CMS ENERGY CORPORATION, a Michigan corporation (the Company), the financial institutions listed on the signature pages hereof (together with their respective successors and assigns and any other Person that shall have become a Bank hereunder pursuant to Section 2.16, the Banks) and BARCLAYS BANK PLC, as Agent.

Definitions. As used in this Agreement: Accounting Changes see Section 1.3. Administrative Questionnaire means an administrative questionnaire, substantially in the form supplied by the Agent, completed by a Bank and furnished to the Agent in connection with this Agreement. Advance means a group of Loans made by the Banks hereunder of the same Type, made, converted or continued on the same day and, in the case of Eurodollar Rate Loans, having the same Interest Period. Affiliate means, with respect to any Person, any other Person directly or indirectly controlling (including all directors and officers of such Person), controlled by, or under direct or indirect common control with such Person. A Person shall be deemed to control another entity if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract or otherwise. Agent means Barclays Bank PLC, in its capacity as administrative agent for the Banks pursuant to Article XIII, and not in its individual capacity as a Bank, and any successor Agent appointed pursuant to Article XIII. Aggregate Commitment means the aggregate amount of the Commitments of all Banks. Aggregate Outstanding Credit Exposure means, at any time, the aggregate of the Outstanding Credit Exposure of all the Banks. Agreement means this Second Amended and Restated Revolving Credit Agreement, as amended from time to time. Alternate Base Rate means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1% and (c) the Eurodollar Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that, for the avoidance of doubt, the Eurodollar Rate for any day shall be based on the rate appearing on Reuters Screen LIBOR01 Page (or on any successor or substitute page of such page) at approximately 11:00 a.m. London time on such day. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Eurodollar Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Eurodollar Rate, respectively. Applicable Margin means, with respect to Advances of any Type at any time, the percentage rate per annum which is applicable at such time with respect to Advances of such Type as set forth in Schedule 1. Arranger means each of Barclays Bank PLC, J.P. Morgan Securities LLC, Union Bank, N.A., RBS Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated. Assignment Agreement see Section 12.1(e). Augmenting Bank see Section 2.16. Available Aggregate Commitment means, at any time, the Aggregate Commitment then in effect minus the Aggregate Outstanding Credit Exposure at such time. Bankruptcy Event means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, provided, further, that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person. Banks see the preamble. For the avoidance of doubt, the term Banks excludes the Departing Banks. Base Eurodollar Rate means, with respect to a Eurodollar Advance for the relevant Interest Period, (i) the per annum interest rate equal to the rate determined by the Agent to be the offered rate which appears on the page of the Reuters Screen (or any successor thereto) which displays an average British Bankers Association Interest Settlement Rate (such page currently being the LIBOR01 page) (or any successor rate thereto if the British Bankers Association is no longer making such rate available) for deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period in U.S. dollars, determined as of approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period, or (ii) in the ev

Definitions

This AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of September 24, 2013 is entered into by and among GPT PROPERTY TRUST LP, a Delaware limited partnership (the "Borrower"), GRAMERCY PROPERTY TRUST INC., a Maryland corporation ("Parent"), and CERTAIN SUBSIDIARIES OF PARENT, as Guarantors, the Lenders party hereto from time to time and DEUTSCHE BANK AG NEW YORK BRANCH ("DBNY"), as Administrative Agent (together with its permitted successors in such capacity, "Administrative Agent"), end each of the other Agents party hereto.

Definitions. The following terms used herein, including (except to the extent specifically stated otherwise) in the preamble, exhibits and schedules hereto, shall have the following meanings: "Acceding Lender" as defined in Section 2.24(c). "Acceptable Appraisal" means an Appraisal that has been commissioned and found acceptable in scope, form and substance by the Administrative Agent, and with respect to Appraisals constituting Collateral Deliverables delivered in connection with Section 5.9 and the Appraisal required in connection with a proposed extension of Revolving Commitments in accordance with Section 2.14(b)(viii), the Requisite Lenders. "Accession Agreement" as defined in Section 2.24(c). "Additional Margin Amounts" as defined in the definition of Applicable Margin. "Adjusted Eurodollar Rate" means, for any Interest Rate Determination Date with respect to an Interest Period for a Eurodollar Rate Loan, the rate per annum obtained by dividing (and rounding upward to the next whole multiple of 1/100 of 1%) (i) (a) the rate per annum (rounded to the nearest 1/100 of 1%) equal to the rate determined by Administrative Agent to be the offered rate which appears on the page of the Reuters Screen which displays an average British Bankers Association LIBOR Rate (such page currently being LIBOR01 page) for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (b) in the event the rate referenced in the preceding clause (a) does not appear on such page or service or if such page or service shall cease to be available, the rate per annum (rounded to the nearest 1/100 of 1%) equal to the rate determined by Administrative Agent to be the offered rate on such other page or other service which displays an average British Bankers Association Interest Settlement Rate for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (c) in the event the rates referenced in the preceding clauses (a) and (b) are not available, the rate per annum (rounded to the nearest 1/100 of 1%) equal to the offered quotation rate to first class banks in the London interbank market by DBNY for deposits (for delivery on the first day of the relevant period) in Dollars of amounts in same day funds comparable to the principal amount of the applicable Loan of Administrative Agent, in its capacity as a Lender, for which the Adjusted Eurodollar Rate is then being determined with maturities comparable to such period as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, by (ii) an amount equal to (a) one minus (b) the Applicable Reserve Requirement.

Definitions

This CREDIT AND GUARANTY AGREEMENT, dated as of September 4, 2013 is entered into by and among GPT PROPERTY TRUST LP, a Delaware limited partnership (the "Borrower"), GRAMERCY PROPERTY TRUST INC., a Maryland corporation ("Parent"), and CERTAIN SUBSIDIARIES OF PARENT, as Guarantors, the Lenders party hereto from time to time and DEUTSCHE BANK AG NEW YORK BRANCH ("DBNY"), as Administrative Agent (together with its permitted successors in such capacity, "Administrative Agent").

Definitions. The following terms used herein, including (except to the extent specifically stated otherwise) in the preamble, exhibits and schedules hereto, shall have the following meanings: "Acceding Lender" as defined in Section 2.24(c). "Acceptable Appraisal" means an Appraisal that has been commissioned and found acceptable in scope, form and substance by the Administrative Agent, and with respect to Appraisals constituting Collateral Deliverables delivered in connection with Section 5.9, the Requisite Lenders. "Accession Agreement" as defined in Section 2.24(c). "Additional Margin Amounts" as defined in the definition of Applicable Margin. "Adjusted Eurodollar Rate" means, for any Interest Rate Determination Date with respect to an Interest Period for a Eurodollar Rate Loan, the rate per annum obtained by dividing (and rounding upward to the next whole multiple of 1/100 of 1%) (i) (a) the rate per annum (rounded to the nearest 1/100 of 1%) equal to the rate determined by Administrative Agent to be the offered rate which appears on the page of the Reuters Screen which displays an average British Bankers Association LIBOR Rate (such page currently being LIBOR01 page) for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (b) in the event the rate referenced in the preceding clause (a) does not appear on such page or service or if such page or service shall cease to be available, the rate per annum (rounded to the nearest 1/100 of 1%) equal to the rate determined by Administrative Agent to be the offered rate on such other page or other service which displays an average British Bankers Association Interest Settlement Rate for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (c) in the event the rates referenced in the preceding clauses (a) and (b) are not available, the rate per annum (rounded to the nearest 1/100 of 1%) equal to the offered quotation rate to first class banks in the London interbank market by DBNY for deposits (for delivery on the first day of the relevant period) in Dollars of amounts in same day funds comparable to the principal amount of the applicable Loan of Administrative Agent, in its capacity as a Lender, for which the Adjusted Eurodollar Rate is then being determined with maturities comparable to such period as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, by (ii) an amount equal to (a) one minus (b) the Applicable Reserve Requirement.

Definitions from Credit and Guaranty Agreement

This CREDIT AND GUARANTY AGREEMENT dated as of August 1, 2012, is entered into by and among HOLOGIC, INC., a Delaware corporation (the Borrower), certain Subsidiaries of the Borrower, as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS BANK USA (Goldman Sachs), J.P. MORGAN SECURITIES LLC (JPMS) and CITIGROUP GLOBAL MARKETS INC. (Citi), as joint lead arrangers and joint lead bookrunners (in such capacities, the Lead Arrangers), JPMS and Citi, as co-syndication agents (in such capacities, the Co-Syndication Agents), DNB Bank ASA, The Bank of Tokyo-Mitsubishi UFJ Ltd. and Fifth Third Bank, as co-documentation agents (in such capacities, the Co-Documentation Agents) and Goldman Sachs, as administrative agent (together with its permitted successors in such capacity, the Administrative Agent) and as collateral agent (together with its permitted successors in such capacity, the Collateral Agent).

Definitions. a) The following terms used herein, including in the preamble, recitals, exhibits and schedules hereto, shall have the following meanings: 2007 Notes as defined in the definition of Convertible Notes. Acquired Business means Gen-Probe Incorporated, a Delaware corporation. Acquired Business Material Adverse Effect means any event, state of facts, circumstance, development, change, effect or occurrence that is or could reasonably be expected to be materially adverse (i) to the business, financial condition or results of operations of the Acquired Business and its Subsidiaries, taken as a whole or (ii) to the ability of the Acquired Business to timely perform any of its obligations under the Acquisition Agreement, other than in the case of clause (i) or (ii) above, any event, state of facts, circumstance, development, change, effect or occurrence resulting from (A) changes in general economic, regulatory or political conditions or in the securities, credit or financial markets in general, (B) general changes or developments in the business in which the Acquired Business and its Subsidiaries operate, including any changes in applicable law affecting such business, including generally applicable rules, regulations and administrative policies of the FDA, or published interpretations thereof, (C) the negotiation, execution, announcement, existence or performance of the Acquisition Agreement or the transactions contemplated thereby, including (x) any fees or expenses incurred in connection therewith and (y) the impact of the foregoing on relationships with customers, suppliers, employees and regulators, (D) the identity of the Borrower or any of its Affiliates as the acquiror of the Acquired Business, (E) compliance with the terms of, or the taking of any action expressly required to be taken by the Acquired Business pursuant to the Acquisition Agreement or any other action consented to by the Borrower and the Lead Arrangers after April 29, 2012, (F) any acts of terrorism or war or any natural disaster or weather-related event, (G) changes in generally accepted accounting principles or the interpretation thereof, (H) changes in the price or trading volume of the common stock of the Acquired Business (provided that this clause (H) shall not be construed as providing that the change, event, circumstance, development, occurrence or state of facts giving rise to such change in price or trading volume does not constitute or contribute to an Acquired Business Material Adverse Effect), (I) any failure to meet internal or published projections, forecasts or revenue or earning predictions or any downward revisions for any period (provided that this clause (I) shall not be construed as providing that the change, event, circumstance, development, occurrence or state of facts giving rise to such failure does not constitute or contribute to an Acquired Business Material Adverse Effect), (J) any action, suit, investigation or proceeding made, brought or threatened by any holder of Company Securities (as defined in the Acquisition Agreement in effect on April 29, 2012, and without giving effect to any amendments thereunder), on the holders own behalf or on behalf of the Acquired Business on a derivative basis (other than any actions, suits, investigations or proceedings made, brought or threatened by any of the Acquired Businesss officers or directors), arising out of or related to any of the transactions contemplated hereby, including the Acquisition, or (K) any determination by, or the delay of a determination by, the FDA or any panel or advisory body empowered or appointed thereby, after April 29, 2012, with respect to the approval or non-approval of new Medical Products (as defined in the Acquisition Agreement in effect on April 29, 2012, and without giving effect to any amendments thereunder) or new uses of existing Medical Products, in each case of the Acquired Business or its Subsidiaries, as of April 29, 2012, except, in the case of the foregoing clause (A), (B) or (F), to the extent such changes or developments referred to therein could reasonably be expected to have a materially disproportionate negative impact on the Acquired Business and its subsidiaries, taken as a whole, compared to other comparable participants in the Acquired Businesss industries. Acquired Business Non-Core Assets means the assets of the Acquired Business and its Subsidiaries set forth on Schedule 1.1E. Acquired Non-Investment-Grade Securities means any and all investment securities (including equity securities listed on a national securities exchange) owned by any Subsidiary acquired in the Acquisition or any Permitted Acquisition, which are not Investment Grade Securities or securities issued by an Affiliate of such Subsidiary, to the extent that such investment securities were owned by such Subsidiary at the time of the Acquisition or such Permitted Acquisition, as applicable, and were not acquired in contemplation thereof. Acquisition means th

Definitions from Amended and Restated

AMENDED AND RESTATED TERM LOAN AGREEMENT dated as of October 12, 2012, among FACEBOOK, INC., a Delaware corporation (the Borrower), the LENDERS party hereto and JPMORGAN CHASE BANK, N.A. (JPMCB), as the Administrative Agent.

Definitions. As used in this Agreement, the following terms shall have the following meanings: Adjusted Eurodollar Rate means, for any Interest Rate Determination Date with respect to an Interest Period for a Eurodollar Rate Loan, the rate per annum obtained by dividing (and rounding upwards, if necessary, to the next 1/100 of 1%) (a) (i) the rate per annum (rounded, if necessary, to the nearest 1/100 of 1%) equal to the rate determined by the Administrative Agent to be the offered rate that appears on the page of the Reuters Screen that displays an average British Bankers Association Interest Settlement Rate (such page currently being LIBOR01 page) for deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (ii) in the event the rate referenced in the preceding clause (i) does not appear on such page or if the Reuters Screen shall cease to be available, the rate per annum (rounded, if necessary, to the nearest 1/100 of 1%) equal to the rate determined by the Administrative Agent to be the offered rate on such other page or other service that displays an average British Bankers Association Interest Settlement Rate for deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (iii) in the event the rates referenced in the preceding clauses (i) and (ii) are not available, the rate per annum (rounded, if necessary, to the nearest 1/100 of 1%) equal to the offered quotation rate to first class banks in the London interbank market by JPMorgan Chase Bank, N.A. for deposits (for delivery on the first day of such Interest Period) in Dollars in same day funds of $5,000,000 with maturities comparable to such Interest Period as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, by (b) an amount equal to (i) one minus (ii) the Applicable Reserve Requirement. Administrative Agent means JPMCB, in its capacity as administrative agent for the Lenders hereunder and under the other Credit Documents, and its successors in such capacity as provided in Article 8. Adverse Proceeding means any action, suit, proceeding, hearing or investigation, in each case whether administrative, judicial or otherwise, by or before any Governmental Authority or any arbitrator, that is pending or, to the knowledge of any Authorized Officer of the Borrower or any Subsidiary, threatened against or affecting the Borrower or any Subsidiary or any property of the Borrower or any Subsidiary, as to which there is a reasonable possibility of an adverse determination. Affected Lender as defined in Section 2.14(b). Affected Loans as defined in Section 2.14(b). Affiliate means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by or under common Control with the Person specified. Aggregate Amounts Due as defined in Section 2.13. Agreement means this Amended and Restated Term Loan Agreement, as it may be amended, restated, supplemented or otherwise modified from time to time. Applicable Margin means (a) in the case of each Eurodollar Rate Loan, 1.000% per annum, and (b) in the case of each Base Rate Loan, 0.0% per annum. Applicable Reserve Requirement means, at any time, for any Eurodollar Rate Loan, the maximum rate, expressed as a decimal, at which reserves (including any basic marginal, special, supplemental, emergency or other reserves) are required to be maintained with respect thereto against Eurocurrency liabilities (as such term is defined in Regulation D) under regulations issued from time to time by the Board of Governors or other applicable banking regulator. Without limiting the effect of the foregoing, the Applicable Reserve Requirement shall reflect any other reserves required to be maintained by member banks with respect to (a) any category of liabilities which includes deposits by reference to which the applicable Adjusted Eurodollar Rate or any other interest rate of a Loan is to be determined or (b) any category of extensions of credit or other assets which include Eurodollar Rate Loans. A Eurodollar Rate Loan shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefit of credit for proration, exceptions or offsets that may be available from time to time to the applicable Lender. The rate of interest on Eurodollar Rate Loans shall be adjusted automatically on and as of the effective date of any change in the Applicable Reserve Requirement. Approved Electronic Communications means any notice, demand, communication, information, document or other material that any Credit Party provides to the Administrative Agent pursuant to any Credit Document or the tran

Definitions from Credit and Guaranty Agreement

This CREDIT AND GUARANTY AGREEMENT, dated as of October 10, 2012, is entered into by and among RADNET MANAGEMENT, INC., a California corporation (the "Borrower"), RADNET, INC., a Delaware corporation ("Holdings"), CERTAIN SUBSIDIARIES and AFFILIATES OF THE BORROWER, as Guarantors, the Lenders party hereto from time to time, General Electric Capital Corporation ("GECC"), as syndication agent (the "Syndication Agent"), RBC CAPITAL MARKETS 1 and Deutsche Bank Securities Inc. ("DBSI"), as co-documentation agents (together, the "Co-Documentation Agents") and BARCLAYS BANK PLC ("Barclays"), as Administrative Agent (together with its permitted successors in such capacity, the "Administrative Agent") and as Collateral Agent (together with its permitted successors in such capacity, the "Collateral Agent").

Definitions. The following terms used herein, including in the preamble, recitals, exhibits and schedules hereto, shall have the following meanings: "Acquisition Consideration" means the purchase consideration for any Permitted Acquisition and all other payments by any Loan Party or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, "earn-outs" and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business. "Adjusted Eurodollar Rate" means, for any Interest Rate Determination Date with respect to an Interest Period for a Eurodollar Rate Loan, the rate per annum obtained by dividing (and rounding upward to the next whole multiple of 1/100 of 1.00%) (i) (a) the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate which appears on the page of the Reuters Screen which displays an average British Bankers Association Interest Settlement Rate (such page currently being LIBOR01 page) for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (b) in the event the rate referenced in the preceding clause (a) does not appear on such page or service or if such page or service shall cease to be available, the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate on such other page or other service which displays an average British Bankers Association Interest Settlement Rate for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (c) in the event the rates referenced in the preceding clauses (a) and (b) are not available, the rate per annum equal to the offered quotation rate to first class banks in the London interbank market by the Administrative Agent for deposits (for delivery on the first day of the relevant period) in Dollars of amounts in same day funds comparable to the principal amount of the applicable Loan of the Administrative Agent, in its capacity as a Lender, for which the Adjusted Eurodollar Rate is then being determined with maturities comparable to such period as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, by (ii) an amount equal to (a) one minus (b) the Applicable Reserve Requirement. Notwithstanding anything herein to the contrary, in respect of Tranche B Term Loans only, the Adjusted Eurodollar Rate shall not be less than 1.25% per annum at any time. "Administrative Agent" has the meaning specified in the preamble hereto. "Adverse Proceeding" means any action, suit, proceeding, hearing (in each case, whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of any Loan Party or any of its Subsidiaries) at law or in equity, or before or by any Governmental Authority, domestic or foreign (including any Environmental Claims), whether pending or, to the knowledge of any Loan Party or any of its Subsidiaries, threatened against or adversely affecting any Loan Party or any of its Subsidiaries or any property of any Loan Party or any of its Subsidiaries.

Definitions from Credit Agreement

AGREEMENT dated as of May 4, 2012 among THE CLOROX COMPANY, the BANKS listed on the signature pages hereof, JPMORGAN CHASE BANK, N.A., CITIBANK, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agents, and CITIBANK, N.A., as Servicing Agent.

Definitions. The following terms, as used herein, have the following meanings: Absolute Rate Auction means a solicitation of Competitive Bid Quotes setting forth Competitive Bid Absolute Rates pursuant to Section 2.03. Additional Bank has the meaning set forth in Section 2.17(b). Administrative Agent means each of JPMorgan Chase Bank, N.A., Citibank, N.A. and Wells Fargo Bank, National Association, in its capacity as an administrative agent for the Banks hereunder, and its successors in such capacity. Administrative Questionnaire means, with respect to each Bank, an administrative questionnaire in the form prepared by the Servicing Agent, completed by such Bank and submitted to the Servicing Agent (with a copy to the Borrower). Agent means any of the Administrative Agents and the Servicing Agent, and Agents means any two or more of the foregoing, as the context may require. Applicable Lending Office means, with respect to any Bank, (i) in the case of its Base Rate Loans, its Domestic Lending Office, (ii) in the case of its Euro-Dollar Loans, its Euro-Dollar Lending Office and (iii) in the case of its Competitive Bid Loans, its Competitive Bid Lending Office. Applicable Margin means (i) with respect to any Base Rate Loan, the applicable rate per annum determined in accordance with the Pricing Schedule and (ii) with respect to any Euro-Dollar Loan, the applicable rate per annum determined in accordance with the Pricing Schedule; provided that at any time at which an Event of Default shall have occurred and be continuing, the Applicable Margin determined as set forth above shall be increased by 2.00% per annum if, at the direction of the Required Banks, the Servicing Agent shall have given written notice thereof to the Borrower, and provided further that upon such notice, such increase will be effective as of the date of occurrence of such Event of Default and such increase will be effective (without notice) upon acceleration of the Loans. Assignment and Assumption means an assignment and assumption entered into by a Bank and an Eligible Assignee (with the consent of any party whose consent is required by Section 9.06), and accepted by the Servicing Agent, in substantially the form of Exhibit E or any other form approved by the Servicing Agent. Bank means each bank or other financial institution listed on the signature pages hereof, each Person which becomes a Bank pursuant to Section 8.06 or 9.06(b), and their respective successors. Bank Insolvency Event means that (a) a Bank or its Parent is generally unable to pay its debts as they become due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment for the benefit of its creditors, or (b) such Bank or its Parent has become the subject of a proceeding under any debtor relief law, or a receiver, trustee, conservator, intervenor or sequestrator or the like has been appointed for such Bank or its Parent, or such Bank or its Parent has taken any action in furtherance of or indicating its consent to or acquiescence in any such proceeding or appointment. Base Rate means, for any day, a rate per annum equal to the highest of (i) the Citibank Rate for such day, (ii) the sum of 1/2 of 1% plus the Federal Funds Rate for such day and (iii) the British Bankers Association Interest Settlement Rate applicable to U.S. dollars for a period of one month (One Month LIBOR) plus 1.00% (for the avoidance of doubt, the One Month LIBOR for any day shall be based on the rate appearing on Reuters LIBOR01 Page (or other commercially available source providing such quotations as designated by the Servicing Agent from time to time) at approximately 11:00 a.m. London time on such day). Base Rate Loan means a Committed Loan which bears interest at the Base Rate pursuant to the applicable Notice of Committed Borrowing or Notice of Interest Rate Election or the provisions of Section 2.08(a) or Article 8. Benefit Arrangement means, at any time, an employee benefit plan within the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan and which is maintained or otherwise contributed to by the Borrower or any of its Subsidiaries. Board means the Board of Governors of the Federal Reserve System of the United States. Borrower means The Clorox Company, a Delaware corporation, and its successors. Borrowers 2011 Form 10-K means the Borrowers annual report on Form 10-K for the year ended June 30, 2011, as filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934. Borrowing has the meaning set forth in Section 1.03. Business Day means any day other than a Saturday, Sunday or other day on which banks in the State of New York are required or permitted to close; provided, however, that when used in connection with a Euro-Dollar Loan, the term Business Day shall also exclude any day on which banks are not open for dealings in dollar deposits on the London interbank market. Citibank Rate means the rate of inter