California Uses in Defined Terms Clause

Defined Terms from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of May 9, 2017, is made by and among Surgery Partners, Inc., a Delaware corporation (Purchaser), SP Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary (as defined herein) of Purchaser (Merger Sub), NSH Holdco, Inc., a Delaware corporation (the Company), and IPC / NSH, L.P., a Delaware limited partnership, solely in its capacity as the Sellers Representative (as defined herein).

Defined Terms. The following terms shall have the following meanings in this Agreement: Accounting Policies means GAAP, applied on a consistent basis with the Latest Balance Sheet and using consistent estimation methodologies and judgments and with consistent classifications as used in the Latest Balance Sheet and related statement of income; provided, however, that to the extent there is a conflict between the accounting principles, methods and practices used in preparing the Latest Balance Sheet and related statement of income and GAAP, GAAP shall prevail. For the avoidance of doubt, calculations made in accordance with the Accounting Policies shall be based exclusively on the facts and circumstances as they exist as of the Adjustment Time and excluding (i) the effects of any event, act, change in circumstances or similar development arising or occurring thereafter (including on the Closing Date) and any action of the Company Group or any of its Affiliates after Closing, (ii) any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement or (iii) any adjustment made after the Closing to conform with the accounting principles, methods, practices, estimation methodologies and judgments used by Purchaser and its Subsidiaries. Adjusted Closing Date Merger Consideration means the Closing Date Merger Consideration, minus the Adjustment Escrow Amount, minus the Indemnity Escrow Amount, minus the Sequoia Matter Escrow Amount, minus the Sellers Representative Expense Amount. Adjustment Amount means the net amount (which may be positive or negative) of all increases or decreases to the Closing Date Merger Consideration pursuant to Section 2.12(c). Adjustment Amount Per Share means, if the Adjustment Amount is positive, an amount, not less than zero, equal to (a) the Adjustment Amount divided by (b) the Fully-Diluted Shares. For the avoidance of doubt, if the Adjustment Amount is negative, then the Adjustment Amount Per Share will equal zero. Adjustment Escrow Account means the escrow account established pursuant to the Escrow Agreement for purposes of holding the Adjustment Escrow Fund. Adjustment Escrow Amount means an amount equal to $2,000,000. Adjustment Escrow Fund means the Adjustment Escrow Amount deposited with the Escrow Agent, as such amount may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon. Adjustment Time means the close of business on the Business Day immediately prior to the Closing Date. 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, another Person. For purposes of this definition, the terms control, controlling, controlled by and under common control with, as used with respect to any Person, mean the possession, directly or indirectly, of the power to direct the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. For the avoidance of doubt, for purposes of this Agreement, neither NSH Wyoming nor Casper shall be deemed to be an Affiliate of any member of the Company Group. Aggregate Option Exercise Amount means an amount equal to the aggregate exercise price of all In-the-Money Options outstanding immediately prior to the Effective Time. Amended Charter means the Second Amended and Restated Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on July 1, 2014, as may be further amended, supplemented or restated from time to time. Applicable Law means, with respect to any Person, any federal, state, local or foreign common or statutory law, code, ordinance, rule, regulation, order or other requirement or rule of law, including any Healthcare Law, that is binding upon such Person. Aspen means Aspen Surgery Center, LLC. Aspen Divestiture Amount shall mean (a) the product of (i) the percentage ownership of Aspen represented by the Equity Securities of Aspen required to be divested by the Company and its Subsidiaries, and (ii) $11,193,525, minus (b) any cash proceeds actually received by Purchaser and its Subsidiaries in respect of such divestiture (net of Taxes actually imposed with respect to such disposition in the taxable year of such disposition, computed on a with and without basis). Base Merger Consideration means (i) $760,000,000 and (ii) the Wyoming Stock received by the Securityholders pursuant to the Interim Restructuring. Business Day means any day other than (a) a Saturday, Sunday or federal holiday or (b) a day on which commercial banks in New York, New York are authorized or required to be closed. Cash and Cash Equivalents means, as of any date at any time, without duplication, the sum of (a) the aggregate amount of all cash and cash equivalents (including marketable securities, short-te

DEFINED TERMS from Agreement of Limited Partnership

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (as may be further amended, supplemented or restated from time to time, the Agreement) of Four Corners Operating Partnership, LP (the Partnership) is dated as of November __, 2016 and entered into by and among Four Corners GP, LLC, a Delaware limited liability company, as the general partner (the General Partner), Four Corners Property Trust, Inc. a Maryland corporation (the Trust) as a Limited Partner, FCPT OP Holdings, LP, a Delaware limited partnership (Holdings) as a Limited Partner, and the Persons whose names are set forth on the Partner Registry (as hereinafter defined), together with any other Persons who become Partners in the Partnership as provided herein.

DEFINED TERMS. The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement. 2015 Budget Act Partnership Audit Rules has the meaning set forth in Section 10.3.A. Act means the Delaware Revised Uniform Limited Partnership Act, as it may be amended from time to time, and any successor to such statute. Additional Limited Partner means a Person admitted to the Partnership as a Limited Partner pursuant to Section 12.2 hereof and who is shown as a Limited Partner on the Partnership Registry. Adjusted Capital Account means the Capital Account maintained for each Partner as of the end of each Fiscal Year or other period (i) increased by any amounts which such Partner is obligated to restore pursuant to any provision of this Agreement or is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) and (ii) decreased by the items described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and 1.704-1(b)(2)(ii)(d)(6). The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. Adjusted Capital Account Deficit means, with respect to any Partner, the deficit balance, if any, in such Partners Adjusted Capital Account as of the end of the relevant Fiscal Year. Adjusted Property means any property the Carrying Value of which has been adjusted pursuant to Exhibit B. Affiliate means, with respect to any Person, (i) any Person directly or indirectly controlling, controlled by or under common control with such Person, or (ii) any officer, director, manager, general partner or trustee of such Person or any Person referred to in the foregoing clause (i). For purposes of this definition, control, when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms controlling and controlled have meanings correlative to the foregoing. Aggregate DRO Amount means the aggregate balances of the DRO Amounts, if any, of all DRO Partners, if any, as determined on the date in question. Agreed Value means (i) in the case of any Contributed Property, the Section 704(c) Value of such property as of the time of its contribution to the Partnership, reduced by any liabilities either assumed by the Partnership upon such contribution or to which such property is subject when contributed as determined under Section 752 of the Code and the regulations thereunder; and (ii) in the case of any property distributed to a Partner by the Partnership, the Partnerships Carrying Value of such property at the time such property is distributed, reduced by any indebtedness either assumed by such Partner upon such distribution or to which such property is subject at the time of distribution. Agreement has the meaning set forth in the Preamble. Assignee means a Person to whom one or more Partnership Units have been transferred in a manner permitted under this Agreement, but who has not become a Substituted Limited Partner, and who has the rights set forth in Section 11.5. Available Cash means, with respect to any period for which such calculation is being made, cash of the Partnership, regardless of source (including Capital Contributions and loans to the Partnership), that the General Partner, in its sole and absolute discretion, determines is appropriate for distribution to the Partners. Book-Tax Disparities means, with respect to any item of Contributed Property or Adjusted Property, as of the date of any determination, the difference between the Carrying Value of such Contributed Property or Adjusted Property and the adjusted basis thereof for federal income tax purposes as of such date. A Partners share of the Partnerships Book-Tax Disparities in all of its Contributed Property and Adjusted Property will be reflected by the difference between such Partners Capital Account balance as maintained pursuant to Exhibit B and the hypothetical balance of such Partners Capital Account computed as if it had been maintained strictly in accordance with federal income tax accounting principles. Business Day means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York or San Francisco, California are authorized or required by law to close. Capital Account means the Capital Account maintained for a Partner pursuant to Exhibit B. The initial Capital Account balance for each Partner who is a Partner on the date hereof shall be the amount set forth opposite such Partners name on the Partner Registry. Capital Contribution means, with respect to any Partner, any cash and the Agreed Value of Contributed Property which such Partner contributes or is deemed to contribute to the Partnership. Carrying V

Defined Terms from Loan Agreement

THIS LOAN AGREEMENT, dated as of August 29, 2016 (this "Agreement"), is by and among GALAXY GAMING, INC., a Nevada corporation (the "Borrower"), the Guarantors from time to time party hereto, the lenders from time to time party hereto (each, a "Lender" and, collectively, the "Lenders") and BREAKAWAY CAPITAL MANAGEMENT, LLC, a Delaware limited liability company ("Breakaway"), as administrative agent for the Lenders and as collateral agent for the Lenders (in each such capacity, together with its successors and assigns in such capacity, the "Administrative Agent").

Defined Terms. As used herein, the following terms shall have the meanings specified in this Section 1.01 unless the context otherwise requires: "Adjusted EBITDA" means, for any Test Period, an amount determined for the Companies on a consolidated basis equal to, without duplication, (a) the consolidated net income (or deficit) of the Companies determined in accordance with GAAP; provided, that there shall be excluded (i) the income (or loss) of any Person in which any Person (other than a Company) has a joint interest, except to the extent of the amount of dividends or other distributions actually paid in cash to a Credit Party during such specified period and (ii) the income of any Subsidiary of the Borrower to the extent that the declaration or payment of dividends or other distributions by such Subsidiary is not at the time permitted by the terms of any contractual obligation or Applicable Law, plus (b) to the extent reducing Consolidated Net Income, the sum of (i) the interest expense of the Companies, (ii) provisions for Taxes based on income, (iii) total depreciation expense, (iv) total amortization expense, (v) New Growth Initiative Payroll Expenses, (vi) research and development costs in excess of $500,000 per year, calculated in accordance with GAAP, (vii) non-cash compensation expenses (including deferred non-cash compensation expenses), or other non-cash expenses or charges, arising from the sale or issuance of Capital Stock, the granting of stock options, and the granting of stock appreciation rights and similar arrangements (including any repricing, amendment, modification, substitution, or change of any such Capital Stock, stock option, stock appreciation rights, or similar arrangements) minus the amount of any such expenses or charges when paid in cash to the extent not deducted in the computation of net income (or loss), (viii) other non-cash charges, expenses or losses and (ix) extraordinary non-recurring charges, expenses or losses minus (c) to the extent increasing Consolidated Net Income, (i) non-cash gains and (ii) extraordinary non-recurring gains. "Affiliate" means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. "Applicable Laws" means, as to any Person, any law (including common law), statute, regulation, ordinance, rule, order, policy, decree, judgment, consent decree, writ, injunction, settlement agreement or governmental requirement enacted, promulgated or imposed or entered into or agreed by any Governmental Authority or determination of an arbitrator, in each case applicable to or binding on such Person or any of its property, products, business or operations or the consummation of the Transactions. "Applicable Premium" means in connection with any prepayment or repayment of all or any portion of the Outstanding Amount of the Term Loans, (i) after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, four percent (4%) of the Outstanding Amount of the Term Loans being, or required to be, prepaid or repaid; (ii) after the second anniversary of the Closing Date but on or prior to the third anniversary of the Closing Date, two percent (2%) of the Outstanding Amount of the Term Loans being, or required to be, prepaid or repaid; (iii) after the third anniversary of the Closing Date but on or prior to the fourth anniversary of the Closing Date, one percent (1%) of the Outstanding Amount of the Term Loans being, or required to be, prepaid or repaid; and (iv) after the fourth anniversary of the Closing Date but on or prior to the Closing Date, zero percent (0%) of the Outstanding Amount of the Term Loans being, or required to be, prepaid or repaid. "Applicable Rate" means fourteen percent (14%) per annum; provided, that solely after the first anniversary of the Closing Date, if the Unadjusted Total Leverage Ratio determined as of the last day of any fiscal quarter is less than 2.50:1.00, the "Applicable Rate" solely for the following fiscal quarter will be reduced to twelve and a half percent (12.5%) per annum. "Bankruptcy Code" means title 11 of the United States Code, as in effect from time to time. "Board of Directors" means, as to any Person, the board of directors (or comparable managers) of such Person, or any committee thereof duly authorized to act on behalf of the board of directors (or comparable managers). "California Gaming Authorities" means the California Gambling Control Commission (organization) values">California Gambling Control Commission, the California Bureau of Gambling Control (organization) values">California Bureau of Gambling Control and all other applicable state, county, city and municipal authorities within the California (location) values">California (organization) values">State of California possessing regulatory, licensing or permit authority over the ownership or operation of gaming activities or the manufacture, sale or distribution of gaming products, gaming devices, associated equipment or other gaming equipment in the State of California (or any such county

Defined Terms from Collateral Agent

CREDIT AGREEMENT (this Agreement) dated as of August 16, 2016, among Cavium, Inc., a Delaware corporation (the Borrower), the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent.

Defined Terms. As used in this Agreement, the following terms have the meanings specified below: ABR when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bear interest at a rate determined by reference to the Alternate Base Rate. Acquired Business has the meaning assigned to such term in the first recital hereto. Acquisition Agreement has the meaning assigned to such term in the first recital hereto. Acquisition Agreement Representations means of the representations and warranties made with respect to the Acquired Business in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower (or its Affiliates) has the right (taking into account any applicable cure provisions) to terminate its (or such Affiliates) obligations under the Acquisition Agreement, or decline to consummate the Quasar Acquisition (in each case, in accordance with the terms thereof), as a result of a breach of such representations and warranties. Acquisition-Related Incremental Commitments has the meaning assigned to such term in Section 2.17(a). Adjusted LIBO Rate means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate. Administrative Agent means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder. Administrative Questionnaire means an Administrative Questionnaire in a form supplied by the Administrative Agent. Affiliate means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with the Person specified. Agent Parties has the meaning assigned to such term in Section 9.01(d)(ii). Agents means, collectively, the Administrative Agent and the Collateral Agent and Agent means any one of them. Agreement has the meaning assigned to such term in the first paragraph of this Agreement. Aliso Viejo Property means the real estate located at 26650 Aliso Viejo Parkway, Aliso Viejo, California 92656. All-in Yield means, as to any Indebtedness, the effective interest rate with respect thereto as reasonably determined by the Administrative Agent in consultation with the Borrower and consistent with generally accepted financial practices, taking into account the interest rate, margin, original issue discount, upfront fees and LIBOR floors or base rate floors; provided that (i) original issue discount and upfront fees shall be equated to interest rate assuming a four-year life to maturity of such Indebtedness, (ii) customary arrangement, structuring, ticking, underwriting, amendment or commitment fees paid solely to the applicable arrangers or agents with respect to such Indebtedness and, if applicable, consent fees for an amendment paid generally to consenting Lenders, shall each be excluded and (iii) for the purpose of Section 2.17, if the LIBOR floor for the Incremental Term Loans exceeds 75 basis points, such excess shall be equated to interest rate margins for the purpose of this definition. 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 NYFRB Rate in effect on such day plus 1/2 of 1% and (c) the Adjusted LIBO 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 Adjusted LIBO Rate for any such day shall be based on the LIBO Screen Rate at approximately 11:00 a.m. London time on such day, subject to the interest rate floor set forth in the definition of the term LIBO Rate. Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate, respectively. Anti-Corruption Laws means all laws, rules and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries concerning or relating to bribery or corruption. Applicable Commitment Fee Rate means, with respect to any Incremental Revolving Credit Commitment, Extended Revolving Credit Commitment or Replacement Revolving Credit Commitment, the Applicable Commitment Fee Rate set forth in the Incremental Assumption Agreement, Extension Amendment or Refinancing Amendment (as applicable) relating thereto. Applicable Date has the meaning assigned to such term in Section 9.02(g). Applicable Margin means, for any day, (i) with respect to any Initial Term B Loan, 3.00% per annum in the case of any Eurodollar Loan and 2.00% per annum in the case of any ABR Loan, (ii) with respect to any Interim Term Loan, 2.00% per annum in the case of any Eurodollar Loan and 1.00% per annum in the case of any ABR Loan and

Defined Terms from Collateral Agent

CREDIT AGREEMENT (this Agreement) dated as of August 16, 2016, among Cavium, Inc., a Delaware corporation (the Borrower), the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent.

Defined Terms. As used in this Agreement, the following terms have the meanings specified below: ABR when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bear interest at a rate determined by reference to the Alternate Base Rate. Acquired Business has the meaning assigned to such term in the first recital hereto. Acquisition Agreement has the meaning assigned to such term in the first recital hereto. Acquisition Agreement Representations means of the representations and warranties made with respect to the Acquired Business in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower (or its Affiliates) has the right (taking into account any applicable cure provisions) to terminate its (or such Affiliates) obligations under the Acquisition Agreement, or decline to consummate the Quasar Acquisition (in each case, in accordance with the terms thereof), as a result of a breach of such representations and warranties. Acquisition-Related Incremental Commitments has the meaning assigned to such term in Section 2.17(a). Adjusted LIBO Rate means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate. Administrative Agent means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder. Administrative Questionnaire means an Administrative Questionnaire in a form supplied by the Administrative Agent. Affiliate means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with the Person specified. Agent Parties has the meaning assigned to such term in Section 9.01(d)(ii). Agents means, collectively, the Administrative Agent and the Collateral Agent and Agent means any one of them. Agreement has the meaning assigned to such term in the first paragraph of this Agreement. Aliso Viejo Property means the real estate located at 26650 Aliso Viejo Parkway, Aliso Viejo, California 92656. All-in Yield means, as to any Indebtedness, the effective interest rate with respect thereto as reasonably determined by the Administrative Agent in consultation with the Borrower and consistent with generally accepted financial practices, taking into account the interest rate, margin, original issue discount, upfront fees and LIBOR floors or base rate floors; provided that (i) original issue discount and upfront fees shall be equated to interest rate assuming a four-year life to maturity of such Indebtedness, (ii) customary arrangement, structuring, ticking, underwriting, amendment or commitment fees paid solely to the applicable arrangers or agents with respect to such Indebtedness and, if applicable, consent fees for an amendment paid generally to consenting Lenders, shall each be excluded and (iii) for the purpose of Section 2.17, if the LIBOR floor for the Incremental Term Loans exceeds 75 basis points, such excess shall be equated to interest rate margins for the purpose of this definition. 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 NYFRB Rate in effect on such day plus 1/2 of 1% and (c) the Adjusted LIBO 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 Adjusted LIBO Rate for any such day shall be based on the LIBO Screen Rate at approximately 11:00 a.m. London time on such day, subject to the interest rate floor set forth in the definition of the term LIBO Rate. Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate, respectively. Anti-Corruption Laws means all laws, rules and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries concerning or relating to bribery or corruption. Applicable Commitment Fee Rate means, with respect to any Incremental Revolving Credit Commitment, Extended Revolving Credit Commitment or Replacement Revolving Credit Commitment, the Applicable Commitment Fee Rate set forth in the Incremental Assumption Agreement, Extension Amendment or Refinancing Amendment (as applicable) relating thereto. Applicable Date has the meaning assigned to such term in Section 9.02(g). Applicable Margin means, for any day, (i) with respect to any Initial Term B Loan, 3.00% per annum in the case of any Eurodollar Loan and 2.00% per annum in the case of any ABR Loan, (ii) with respect to any Interim Term Loan, 2.00% per annum in the case of any Eurodollar Loan and 1.00% per annum in the case of any ABR Loan and

Defined Terms from Loan and Security Agreement

This Loan and Security Agreement (as amended, restated, supplemented, or otherwise modified from time to time, this "Agreement") is made and entered into as of August 5, 2016, by and between Llama Productions LLC, a California limited liability company (the "Borrower"), and Bank Leumi USA, a New York banking corporation (the "Lender").

Defined Terms. Initially capitalized terms used herein shall have the following meanings: "Affiliate" means, as to any Person, any other Person who directly or indirectly, controls, is controlled by, or is under common control with such Person. A Person shall be deemed to control another Person if the controlling Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other Person, whether through the ownership of voting securities, by contract, or otherwise. "Agreement" means this Loan and Security Agreement, as amended, restated, supplemented, or otherwise modified from time to time after the Closing Date. "Attorney Costs" means all reasonable fees of Babok & Robinson, LLP, the external legal counsel engaged by the Lender to negotiate and close the Loan evidenced by this Agreement, and any reasonable related out-of-pocket disbursements, filing, courier, messenger, copying and other fees and expenses incurred by such counsel. "Available Commitment" means, as of any date, (a) the Commitment, minus (b) the sum of: (i) the unpaid balance of all outstanding Loans and other Obligations; (ii) the aggregate amount of requested, but unfunded, Loans, prior to such date; and (iii) the Interest and Fee Reserve. "Borrowing Certificate" means a certificate substantially in the form attached hereto as Exhibit "A." "Budget" means the final budget for the Series, dated July 28, 2016, in the amount of $5,647,266, which has been identified as such in the Completion Guaranty. "Business Day" means: (a) any day that is not a Saturday, Sunday, or a day on which banks in Los Angeles, California or New York, New York, are required or permitted to be closed, and (b) with respect to all notices, determinations, fundings and payments in connection with LIBOR or LIBOR Loans, any day that is a Business Day pursuant to clause "(a)" above and that is also a day on which trading is carried on by and between banks in the London interbank market. "Capital Adequacy Regulation" means any guideline, request or directive of any central bank or other governmental authority, or any other law, rule or regulation, whether or not having the force of law, in each case, regarding capital adequacy of any bank or of any corporation controlling a bank. "Cash Collateral Account" means account number , in the name of the Borrower, maintained at the Lender's branch located at , Attention: ; ; Swift Code: ; Attention: ; or such other bank accounts or addresses as the Lender may hereafter designate.

Defined Terms from Restated Limited Liability Company Agreement

THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Rockies Express Pipeline LLC (the "Agreement"), is dated to be effective as of January 1, 2010, among Kinder Morgan W2E Pipeline LLC, a Delaware limited liability company ("Kinder Morgan Member"), P&S Project I, LLC, a Delaware limited liability company ("Sempra Member") and COPREX LLC, a Delaware limited liability company ("ConocoPhillips Member" and, together with Kinder Morgan Member and Sempra Member, collectively the "Members"), and is entered into with reference to the following:

Defined Terms. Unless otherwise required by the context in which any capitalized term appears, or unless otherwise specifically defined elsewhere in this Agreement, capitalized terms used in this Agreement shall have the meanings set forth below."AAA" means the American Arbitration Association."Act of Insolvency" with respect to a Person means any of the following occurrences: (a) the institution by such Person of proceedings of any nature under any laws of any jurisdiction, whether now existing or subsequently enacted or amended, for the relief of debtors wherein such Person is seeking relief as debtor; (b) a general assignment by such Person for the benefit of creditors; (c) the institution by such Person of a case or other proceeding under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation laws of any jurisdiction as now existing or hereafter amended or becoming effective; (d) the institution against such Person of a case or other proceeding under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction as now existing or hereafter amended or becoming effective, which proceeding is consented to by such Person or is not dismissed, stayed or discharged within a period of ninety (90) days after filing thereof or if stayed, which stay is thereafter lifted without a contemporaneous discharge or dismissal of such case or proceeding; (e) the appointment of a receiver, custodian, trustee or like officer to take possession of assets of such Person, which receivership remains undischarged for a period of ninety (90) days from the date of its imposition; (f) admission by such Person in writing of its inability to pay its debts as they mature; or (g) attachment, execution or other judicial seizure of all or any substantial part of such Person's assets or of any Membership Interests owned by such Person, or any part thereof, such attachment, execution or seizure remaining undismissed or undischarged for a period of ninety (90) days after the levy thereof."Activities" has the meaning set forth in Section 5.8.11."Adjusted Capital Account" means the Capital Account maintained for each Member as of the end of each Taxable Period, (a) increased by any amounts that such Member is obligated to restore under the standards set by Treasury Regulation Section 1.704-l(b)(2)(ii)(c) (or is deemed obligated to restore pursuant to the penultimate sentences of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)), and (b) decreased by (i) the amount of all losses and deductions that, as of the end of such Taxable Period, are reasonably expected to be allocated to such Member pursuant to Section 4.6 in subsequent Taxable Periods under Sections 704(e)(2) and 706(d) of the Code and Treasury Regulation Section 1.751-1(b)(2)(ii), and (ii) the amount of all distributions (other than distributions the making of which will require minimum gain charge back pursuant to Section 4.6.2.3 or Section 4.6.2.4 at a future time) that, as of the end of such Taxable Period, are reasonably expected to be made to such Member in subsequent Taxable Periods in accordance with the terms of this Agreement or otherwise to the extent they exceed offsetting increases to such Member's Capital Account that are reasonably expected to occur during (or prior to) the Taxable Period in which such distributions are reasonably expected to be made (other than increases that will be the result of a minimum gain chargeback pursuant to Section 4.6.1 or 4.6.2). The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith."Adjusted Property" means (a) any property, the Carrying Value of which has been adjusted pursuant to Section 4.4.4 and (b) any other property the Carrying Value of which as then adjusted is based, in whole or in part, upon the Carrying Value of an item of Adjusted Property at an earlier time."Affiliate" means, when used with reference to specified Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with the Person specified; provided that the Company shall not be considered an Affiliate of any Member."Affiliate Contracts" has the meaning set forth in Section 5.9."Affirmative Construction Vote" has the meaning set forth in Section 5.8.3."Agreed Rate" shall mean the lesser of (a) the rate publicly announced by JPMorgan Chase, New York, New York (or any successor bank) from time to time as its prime rate, plus two percent (2%) and (b) the maximum rate permitted by applicable law."Agreed Value" of any Contributed Property means the Fair Market Value of such Contributed Property at the time of contribution as determined by the Board using such reasonable method of valuation as the Board may adopt. The Board shall, in its di

Defined Terms from Second Lien Credit Agreement

SECOND LIEN CREDIT AGREEMENT (this Agreement), dated as of October 10, 2014, among BIOVENTUS LLC, a Delaware limited liability company (the Borrower), the several banks and other financial institutions or entities from time to time parties to this Agreement (the Lenders) and CITIZENS BANK, N.A., as administrative agent.

Defined Terms. As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1. ABR: for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) 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 on such day (or, if such day is not a Business Day, the next preceding Business Day) for a deposit in Dollars with a maturity of one month plus 1.0%. Any change in the ABR due to a change in the Prime Rate, the Federal Funds Effective Rate or such Eurodollar Rate shall be effective as of the opening of business on the day of such change in the Prime Rate, the Federal Funds Effective Rate or such Eurodollar Rate, respectively. ABR Loans: Loans the rate of interest applicable to which is based upon the ABR. Administrative Agent: Citizens Bank, N.A., as the administrative agent for the Lenders under this Agreement and the other Loan Documents, together with any of its successors. Affiliate: as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, control of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise. Agent Indemnitee: as defined in Section 9.7. Agents: the collective reference to the Administrative Agent and any other agent identified on the cover page of this Agreement. Agreement: as defined in the preamble hereto. Amendment No. 1 to the First Lien Credit Agreement: Amendment No. 1, dated as of November 20, 2015, to the First Lien Credit Agreement. Anti-Corruption Laws: all laws, rules and regulations of any jurisdiction applicable to the Borrower or its Affiliates from time to time concerning or relating to bribery or corruption. Applicable Margin: (a)(i) 9.00% in the case of ABR Loans and (ii) 10.00% in the case of Eurodollar Loans; and (b) for Incremental Loans, such per annum rates as shall be agreed to by the Borrower and the applicable Incremental Lenders as shown in the applicable Increased Facility Activation Notice. Approved Fund: as defined in Section 10.6(b). Arrangers: the Joint Lead Arrangers and Joint Bookrunners identified on the cover page of this Agreement. Asset Sale: any Disposition of property or series of related Dispositions of property of any Group Member (excluding any such Disposition permitted by clause (a)-(k) of Section 7.5) that yields Net Cash Proceeds in excess of $1,000,000; provided, that the non-exclusive license or sublicense of Intellectual Property shall not constitute an Asset Sale. Assignee: as defined in Section 10.6(b). Assignment and Assumption: an Assignment and Assumption, substantially in the form of Exhibit E. Available Revolving Commitment: the Available Revolving Commitment as defined in the First Lien Credit Agreement. Benefitted Lender: as defined in Section 10.7(a). Biostructures: Biostructures LLC, a California limited liability company. Biostructures Acquisition: the acquisition of Biostructures by the Borrower pursuant to the Biostructures Purchase Agreement. Biostructures Purchase Agreement: the Membership Interest Purchase Agreement to be entered into on or around November 23, 2015, by and among Biostructures, the Borrower and the sellers and sellers representatives named therein. Board: the Board of Governors of the Federal Reserve System of the United States (or any successor). Board of Directors: with respect to any Person, (i) in the case of any corporation, the board of directors of such Person, (ii) in the case of the Borrower, its Board of Managers, (iii) in the case of any other limited liability company, the members, manager or the board of managers of such Person, (iv) in the case of any partnership, the members, board of directors or board of managers of the general partner of such person and (v) in any other case, the functional equivalent of the foregoing. Borrower: as defined in the preamble hereto. Business: as defined in Section 4.17(b). Business Day: a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close, provided, that with respect to notices and determinations in connection with, and payments of principal and interest on, Loans having an interest rate determined by reference to the Eurodollar Rate, such day is also a day for trading by and between banks in Dollar deposits in the interbank eurodollar market. Capital Expenditures: for any period, with respect to any Person, the aggregate of all expenditures by such Person and its Restricted Subsidiaries for the acquisition

Defined Terms from Term Loan Agreement

This TERM LOAN AGREEMENT (this Agreement), dated as of March 2, 2016, by and between PACIFIC GAS AND ELECTRIC COMPANY, a California corporation (the Borrower) and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as the initial lender (the Initial Lender).

Defined Terms. As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1. ABR means, for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greatest of (a) the Base 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 Base Rate for Eurodollar Loans with a one-month Interest Period commencing on such day plus the Applicable Margin for Eurodollar Loans. For purposes hereof, Base Rate shall mean the rate of interest per annum publicly announced from time to time by the Initial Lender as its base rate in effect at its principal office in New York City (the Base Rate not being intended to be the lowest rate of interest charged by the Initial Lender in connection with extensions of credit to debtors). Any change in the ABR due to a change in the Base Rate, the Federal Funds Effective Rate or the Eurodollar Base Rate shall be effective as of the opening of business on the effective day of such change in the Base Rate, the Federal Funds Effective Rate or the Eurodollar Base Rate, respectively. ABR Loans means Loans the rate of interest applicable to which is based upon the ABR. Affiliate means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. Agreement means this Term Loan Agreement, as the same may from time to time be amended, supplemented or modified. Applicable Margin means, for any day, (a) with respect to any ABR Loans, the greater of (1) zero and (2) 1.00 percent per annum less than the Applicable Margin for Eurodollar Loans at such time and (b) with respect to any Eurodollar Loans, 0.65 percent per annum. Assignee has the meaning set forth in Section 8.6(b)(i). Assignment and Assumption: an Assignment and Assumption, substantially in the form of Exhibit C. Beneficial Owner: has the meaning assigned to that term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular person (as that term is used in Sections 13(d) and 14(d) of the Exchange Act), such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms Beneficially Owns and Beneficially Owned have correlative meanings. Board means the Board of Governors of the Federal Reserve System of the United States (or any successor). Borrower has the meaning assigned to that term in the introductory paragraph of this Agreement. Business Day means any day other than a Saturday, Sunday or a day on which commercial banks are authorized by law to close in New York, New York, San Francisco, California or, if different, the city in which the office of the Lender is located; provided, that with respect to notices and determinations in connection with, and payments of principal and interest on, Eurodollar Loans, such day is also a day for trading by and between banks in Dollar deposits in the London interbank eurodollar market. Capital Stock means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing. Change of Control means PCG and its Subsidiaries shall at any time not be the Beneficial Owner, directly or indirectly, of at least 80% of the common stock or 70% of the voting Capital Stock of the Borrower; provided that any such event shall not constitute a Change of Control if, after giving effect to such event, the Borrowers senior, unsecured, non credit-enhanced debt ratings shall be at least the higher of (1) Baa3 from Moodys and BBB- from S&P and (2) the ratings by such rating agencies of such debt in effect immediately before the earlier of the occurrence or the public announcement of such event. Change of Law means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation, statute, treaty, policy, guideline or directive by any Governmental Authority, (b) any change in any law, rule, regulation, statute, treaty, policy, guideline or directive or in the application, interpretation, promulgation, implementation, administration or enforcement thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, gu

Defined Terms from Agreement of Purchase and Sale

Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission..

Defined Terms. The capitalized terms used herein will have the following meanings. Additional Rent shall have the meaning assigned thereto in Section 10.1(a). Affiliate shall mean any Person, from time to time, that directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with another Person. The term control shall mean 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 securities, by contract or otherwise, and shall in any event include the ownership or power to vote fifty percent (50%) or more of the outstanding equity or voting interests, respectively, of such other Person. Agreement shall mean this Agreement of Purchase and Sale, together with the exhibits and schedules attached hereto, as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Anti-Bribery, Anti-Money Laundering and Anti-Terrorism Laws shall have the meaning assigned thereto in Section 3.1(g)(i). Applicable Law shall mean all statutes, laws, common law, rules, regulations, ordinances, codes or other legal requirements of any Governmental Authority, board of fire underwriters and similar quasi-governmental agencies or entities, and any judgment, injunction, order, directive, decree or other judicial or regulatory requirement of any Governmental Authority of competent jurisdiction affecting or relating to the Person or property in question. Assets shall have the meaning assigned thereto in Background paragraph B. Asset File shall mean the materials with respect to the Assets previously delivered to Buyer or its representatives by or on behalf of Sellers or made available to Buyer at specific locations at each Property that are designated by Sellers as containing materials that are part of the Asset File, or on an on-line data website. Asset-Related Property shall have the meaning assigned thereto in Section 2.1(b). Assignment of Contracts shall have the meaning assigned thereto in Section 6.1(a)(ii). Assignment of Ground Lease shall have the meaning assigned thereto in Section 6.1(a)(v). Assignment of Leases shall have the meaning assigned thereto in Section 6.1(a)(i). Assignment of Licenses, Permits, Warranties and General Intangibles shall have the meaning assigned thereto in Section 6.1(a)(iv). Assumed Contracts shall have the meaning assigned thereto in Section 4.2(a). Basket Limitation shall mean an amount equal to [***]. Broker shall mean Eastdil Secured. Building Service Contractors shall mean the contractors named under the Building Service Contracts. Building Service Contracts shall mean: (a) the Master Services Agreement, as it relates to the four Properties, by and between Able Engineering, Inc., a California corporation and Property Manager, as agent for individual property owners listed on Exhibit A attached thereto, dated as of August 7, 2008 (Building Mechanical System Maintenance); and (b) the Master Janitorial Services Agreement, as it relates to the four Properties, by and between Crown Building Maintenance, dba Able Building Maintenance, a California corporation and Property Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Manager, as agent for individual property owners listed on Exhibit A attached thereto, dated as of November 20, 2013 (Janitorial Services). Building Service Employees shall have the meaning assigned thereto in Section 14.1(a). Business Day shall mean any day other than a Saturday, Sunday or other day on which banks are authorized or required by law to be closed in the city of New York, New York. Buyer shall have the meaning assigned thereto in the Preamble to this Agreement. Buyer-Related Entities shall have the meaning assigned thereto in Section 11.1. Buyers Knowledge shall mean the actual knowledge of Buyer, which shall also be deemed to include, (i) any matter disclosed in any exhibit or schedule to this Agreement and (ii) any matter disclosed by Sellers pursuant to a written amendment to Sellers representations or warranties pursuant to Section 3.3. Buyers Leasing Costs shall have the meaning assigned thereto in Section 10.8. Buyer Waived Breach shall have the meaning assigned thereto in Section 11.3. Cap Limitation shall mean an amount equal to [***]. Claims shall have the meaning assigned thereto in Section 7.4(a). Closing shall have the meaning assigned thereto in Section 2.3(a). Closing Date shall have the meaning assigned thereto in Section 2.3(a). Closing Documents shall mean any certificate, assignment, instrument or other docume