Initial Security Uses in Definitions Clause

Definitions from Registration Rights Agreement

This Registration Rights Agreement (this "Agreement") is made and entered into as of February 27, 2017, by and among Cliffs Natural Resources Inc., an Ohio corporation (the "Company"), the entities listed on the signature page hereto as "Guarantors" (collectively, the "Guarantors"), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative (the "Representative"), on behalf of the several initial purchasers (the "Initial Purchasers") named in Schedule A to the Purchase Agreement (as defined below), each of whom has agreed to purchase the Company's 5.75% Senior Notes due 2025 (the "Initial Notes") fully and unconditionally guaranteed by the Guarantors (the "Guarantees") pursuant to the Purchase Agreement. The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the "Initial Securities."

Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings:Advice: As defined in Section 6 hereof.Blackout Period: As defined in Section 4(a) hereof.Broker-Dealer: Any broker or dealer registered under the Exchange Act.Business Day: Any day other than a Saturday, Sunday or U.S. federal holiday or a day on which banking institutions or trust companies located in New York, New York are authorized or obligated to be closed.Closing Date: The date of this Agreement.Commission: The Securities and Exchange Commission.Consummate: A registered Exchange Offer shall be deemed "Consummated" for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Company to the Registrar under the Indenture of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of Initial Securities that were tendered by Holders thereof pursuant to the Exchange Offer.Effectiveness Target Date: As defined in Section 5 hereof.Exchange Act: The Securities Exchange Act of 1934, as amended.Exchange Offer: The registration by the Company under the Securities Act of the Exchange Securities pursuant to a Registration Statement pursuant to which the Company offers the Holders of all outstanding Transfer Restricted Securities that are eligible under the Commission's guidance to participate in such exchange offer the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange Securities in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders.Exchange Offer Registration Statement: As defined in Section 3 hereof.Exchange Securities: The 5.75% Senior Notes due 2025, of the same series under the Indenture as the Initial Notes, and the Guarantees attached thereto, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement.FINRA: The Financial Industry Regulatory Authority, Inc.Holders: As defined in Section 2(b) hereof.Indemnified Holder: As defined in Section 8(a) hereof.Indenture: The Indenture, dated as of February 27, 2017, by and among the Company, the Guarantors and U.S. Bank National Association, as trustee (the "Trustee"), pursuant to which the Initial Securities are to be issued, as such Indenture may be amended or supplemented from time to time in accordance with the terms thereof.Initial Purchaser: As defined in the preamble hereto.Initial Notes: As defined in the preamble hereto.Initial Placement: The issuance and sale by the Company of the Initial Securities to the Initial Purchasers pursuant to the Purchase Agreement.Initial Securities: As defined in the preamble hereto.Person: An individual, partnership, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.Prospectus: The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.Registrar: As defined in the Indenture.Registration Default: As defined in Section 5 hereof.Registration Statement: Any registration statement of the Company relating to (a) an offering of Exchange Securities pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.Securities Act: The Securities Act of 1933, as amended.Shelf Filing Deadline: As defined in Section 4(a) hereof.Shelf Registration Statement: As defined in Section 4(a) hereof.Transfer Restricted Securities: Each Initial Security, until the earliest to occur of (a) the date on which such Initial Security is exchanged in the Exchange Offer for an Exchange Security entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the Securities Act, (b) the date on which the resale of such Initial Security has been effectively registered under the Securities Act and disposed of in accordance with a Shelf Registration Statement, (c) the date on which such Initial Security is distributed to the public by a Broker-Dealer pursuant to the "Plan of Distribution" contemplated by the

Definitions from Registration Rights Agreement

This Registration Rights Agreement (this Agreement) is made and entered into as of March 24, 2017, by and among EnPro Industries, Inc., a North Carolina corporation (the Company), Applied Surface Technology, Inc., Belfab, Inc., Coltec International Services Co., Compressor Products International LLC, EnPro Associates, LLC, EnPro Holdings, Inc., Fairbanks Morse, LLC, Garlock Hygienic Technologies, LLC, Garlock Pipeline Technologies, Inc., GGB, Inc., GGB LLC, STEMCO Kaiser Incorporated, Stemco LP, Stemco Products, Inc., Technetics Group Daytona, Inc., Technetics Group LLC and Technetics Group Oxford, Inc., as Guarantors (collectively, the Guarantors), and Merrill Lynch, Pierce, Fenner & Smith Incorporated (Merrill Lynch), on behalf of itself and as representative of the several initial purchasers named on Schedule A of the Purchase Agreement (the Initial Purchasers), each of whom has agreed to purchase the Companys $150,000,000 5.875% Senior Notes due 2022 (collectively, the Initial Note

Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings: Agreement: As defined in the preamble hereof. Base Indenture: As defined in the preamble hereof. Broker-Dealer: Any broker or dealer registered under the Exchange Act. Business Day: Any day other than a Saturday, Sunday or U.S. federal holiday or a day on which banking institutions or trust companies located in New York, New York are authorized or obligated to be closed. Closing Date: The date of this Agreement. Commission: The Securities and Exchange Commission. Company: As defined in the preamble hereof. Consummate: A registered Exchange Offer shall be deemed Consummated for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Company to the Registrar (as defined in the Indenture) of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of Initial Securities that were, as of the expiration time of the Exchange Offer, validly tendered and not validly withdrawn by Holders thereof pursuant to the Exchange Offer. Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Exchange Offer: An offer by the Company, registered under the Securities Act pursuant to a Registration Statement, to Holders to exchange, for any and all outstanding Transfer Restricted Securities, Exchange Securities in an equal principal amount. Exchange Offer Registration Statement: The Registration Statement relating to the Exchange Offer, including the related Prospectus. Exchange Securities: The $150,00,000 5.875% Senior Notes due 2022, of the same series under the Indenture as the Initial Securities, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to the Exchange Offer. Existing Securities: The $300,000,000 5.875% Senior Notes due 2022 issued pursuant to the Base Indenture on September 16, 2014. FINRA: Financial Industry Regulatory Authority Guarantors: As defined in the preamble hereof. Holders: As defined in Section 2(b) hereof. Indemnified Holder: As defined in Section 8(a) hereof. Indenture: As defined in the preamble hereof. Initial Purchasers: As defined in the preamble hereto.Initial Notes: As defined in the preamble hereto. Initial Placement: The issuance and sale by the Company of the Initial Securities to the Initial Purchasers pursuant to the Purchase Agreement. Initial Securities: As defined in the preamble hereto. Person: An individual, partnership, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof. Prospectus: The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus. Purchase Agreement: As defined in the preamble hereto. Registration Default: As defined in Section 5 hereof. Registration Statement: Any registration statement of the Company relating to (a) an offering of Exchange Securities pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein. Securities: The Initial Securities and the Exchange Securities. Securities Act: The Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. Shelf Registration Statement: As defined in Section 4(a) hereof. Supplemental Indenture: As defined in the preamble hereof. Transfer Restricted Securities: Each Initial Security, until the earliest to occur of a) the date on which such Initial Security is exchanged in the Exchange Offer for an Exchange Security entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the Securities Act, (b) the date on which such Initial Security has been effectively registered under the Securities Act and disposed of in accordance with a Shelf Registration Statement and (c) the date on which such Initial Security is distributed to the public by a Broker-Dealer pursuant to the Plan of Distribution contemplated by the Exchange Offer Registration Statement (including delivery of the Prospectus contained therein). Trust Indenture Act: The Trust Indenture Act of

Definitions from Registration Rights Agreement

This Registration Rights Agreement (this Agreement) is made and entered into as of February 24, 2017, by and among Parker-Hannifin Corporation, an Ohio corporation (the Company), and Morgan Stanley & Co. LLC and Citigroup Global Markets Inc., as representatives (collectively, the Representatives) of the initial purchasers (collectively, the Initial Purchasers), each of whom has agreed to purchase the Companys $700,000,000 aggregate principal amount 3.250% Senior Notes due 2027 (the 2027 Notes) and $600,000,00 aggregate principal amount 4.100% Senior Notes due 2047 (the 2047 Notes and, together with the 2027 Notes, the Initial Securities) pursuant to the Purchase Agreement (as defined below).

Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings: Additional Interest Payment Date: With respect to the Initial Securities, each Interest Payment Date. Broker-Dealer: Any broker or dealer registered under the Exchange Act. Business Day: Any day other than a Saturday, Sunday or U.S. federal holiday or a day on which banking institutions or trust companies located in New York, New York are authorized or obligated to be closed. Closing Date: The date of this Agreement. Commission: The Securities and Exchange Commission. Consummate: A registered Exchange Offer shall be deemed Consummated for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Company to the Registrar under the Indenture of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of Initial Securities that were tendered by Holders thereof pursuant to the Exchange Offer. Exchange Act: The Securities Exchange Act of 1934, as amended. Exchange Offer: The registration by the Company under the Securities Act of the Exchange Securities pursuant to a Registration Statement pursuant to which the Company offers the Holders of all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange Securities in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders. Exchange Offer Registration Statement: The Registration Statement relating to the Exchange Offer, including the related Prospectus. Exempt Resales: The transactions in which the Initial Purchasers propose to sell the Initial Securities to certain qualified institutional buyers, as such term is defined in Rule 144A under the Securities Act and to certain non-U.S. persons pursuant to Regulation S under the Securities Act. Exchange Securities: The 2027 Notes and 2047 Notes, of the same series under the Indenture as the Initial Securities, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement. FINRA: Financial Industry Regulatory Authority, Inc. Holders: As defined in Section 2(b) hereof. Indemnified Holder: As defined in Section 8(a) hereof. Indenture: The base indenture dated as of May 3, 1996, among the Company and Wells Fargo Bank, N.A. (as successor to National City Bank), as trustee (the Trustee), as supplemented to date and as further supplemented by (i) the Officers Certificate dated as of February 24, 2017 with respect to the issuance of the 2027 Notes and (ii) the Officers Certificate dated as of February 24, 2017 with respect to the issuance of the 2047 Notes. Initial Purchaser: As defined in the preamble hereto. Initial Placement: The issuance and sale by the Company of the Initial Securities to the Initial Purchasers pursuant to the Purchase Agreement. Initial Securities: As defined in the preamble hereto. Interest Payment Date: As defined in the Indenture and the Initial Securities. Person: Any individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof. Prospectus: The prospectus included in a Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act), as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference into such Prospectus. Registration Default: As defined in Section 5 hereof. Registration Statement: Any registration statement of the Company relating to (a) an offering of Exchange Securities pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference or deemed to be incorporated by reference therein. Securities Act: The Securities Act of 1933, as amended. Shelf Filing Deadline: As defined in Section 4(a) hereof. Shelf Registration Statement: As defined in Section 4(a) hereof. Transfer Restricte

Definitions from Registration Rights Agreement

This Registration Rights Agreement (this Agreement) is made and entered into as of February 24, 2017, by and among Parker-Hannifin Corporation, an Ohio corporation (the Company) and the initial purchasers listed in Schedule I of the Purchase Agreement (as defined below) (collectively, the Initial Purchasers), each of whom has agreed to purchase the Companys 700,000,000 aggregate principal amount 1.125% Senior Notes due 2025 (the Initial Securities) pursuant to the Purchase Agreement (as defined below).

Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings: Additional Interest Payment Date: With respect to the Initial Securities, each Interest Payment Date. Broker-Dealer: Any broker or dealer registered under the Exchange Act. Business Day: Any day other than a Saturday, Sunday or U.S. federal holiday or a day on which banking institutions or trust companies located in New York, New York are authorized or obligated to be closed. Closing Date: The date of this Agreement. Commission: The Securities and Exchange Commission. Consummate: A registered Exchange Offer shall be deemed Consummated for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Company to the Registrar under the Indenture of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of Initial Securities that were tendered by Holders thereof pursuant to the Exchange Offer. Exchange Act: The Securities Exchange Act of 1934, as amended. Exchange Offer: The registration by the Company under the Securities Act of the Exchange Securities pursuant to a Registration Statement pursuant to which the Company offers the Holders of all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange Securities in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders. Exchange Offer Registration Statement: The Registration Statement relating to the Exchange Offer, including the related Prospectus. Exempt Resales: The transactions in which the Initial Purchasers propose to sell the Initial Securities to certain qualified institutional buyers, as such term is defined in Rule 144A under the Securities Act and to certain non-U.S. persons pursuant to Regulation S under the Securities Act. Exchange Securities: The 1.125% Senior Notes due 2025, of the same series under the Indenture as the Initial Securities, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement. FINRA: Financial Industry Regulatory Authority, Inc. Holders: As defined in Section 2(b) hereof. Indemnified Holder: As defined in Section 8(a) hereof. Indenture: The base indenture dated as of May 3, 1996, among the Company and Wells Fargo Bank, N.A. (as successor to National City Bank), as trustee (the Trustee), as supplemented to date and as further supplemented by (i) the Officers Certificate dated February 24, 2017 with respect to the issuance of the Initial Securities. Initial Purchaser: As defined in the preamble hereto. Initial Placement: The issuance and sale by the Company of the Initial Securities to the Initial Purchasers pursuant to the Purchase Agreement. Initial Securities: As defined in the preamble hereto. Interest Payment Date: As defined in the Indenture and the Initial Securities. Person: Any individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof. Prospectus: The prospectus included in a Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act), as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference into such Prospectus. Registration Default: As defined in Section 5 hereof. Registration Statement: Any registration statement of the Company relating to (a) an offering of Exchange Securities pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference or deemed to be incorporated by reference therein. Securities Act: The Securities Act of 1933, as amended. Shelf Filing Deadline: As defined in Section 4(a) hereof. Shelf Registration Statement: As defined in Section 4(a) hereof. Transfer Restricted Securities: Each Initial Security, until the earliest to occur of (a) the date on which such Initial Sec

Definitions from Registration Rights Agreement

This Registration Rights Agreement (this Agreement) is made and entered into as of January 26, 2017, by and among Century Communities, Inc., a Delaware corporation (the Company), the entities listed on the signature page hereto as Guarantors (collectively, the Guarantors), and J.P. Morgan Securities LLC (the Representative), on behalf of the Initial Purchasers (the Initial Purchasers) named in Schedule A to the Purchase Agreement (as defined below), each of whom has agreed to purchase the Companys 6.875% Senior Notes due 2022 (the Initial Notes) fully and unconditionally guaranteed by the Guarantors (the Guarantees) pursuant to the Purchase Agreement. The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the Initial Securities.

Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings: Advice: As defined in Section 6 hereof. Base Indenture: As defined in the definition of Indenture in Section 1 hereof. Broker-Dealer: Any broker or dealer registered under the Exchange Act. Business Day: Any day other than a Saturday, Sunday or U.S. federal holiday or a day on which banking institutions or trust companies located in New York, New York are authorized or obligated to be closed. Closing Date: The date of this Agreement. Commission: The Securities and Exchange Commission. Consummate: A registered Exchange Offer shall be deemed Consummated for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Company to the Registrar under the Indenture of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of Initial Securities that were tendered by Holders thereof pursuant to the Exchange Offer. Effectiveness Target Date: As defined in Section 5 hereof. Exchange Act: The Securities Exchange Act of 1934, as amended. Exchange Offer: The registration by the Company under the Securities Act of the Exchange Securities pursuant to a Registration Statement pursuant to which the Company offers the Holders of all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange Securities in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders. Exchange Offer Registration Statement: The Registration Statement relating to the Exchange Offer, including the related Prospectus. Exchange Securities: The 6.875% Senior Notes due 2022, of the same series under the Indenture as the Initial Notes and the Guarantees attached thereto, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement. FINRA: Financial Industry Regulatory Authority. Holders: As defined in Section 2(b) hereof. Indemnified Holder: As defined in Section 8(a) hereof. Indenture: The indenture, dated as of May 5, 2014, by and among the Company, the Companys subsidiary guarantors party thereto, and U.S. Bank National Association, as trustee (the Trustee), as supplemented by the (i) Supplemental Indenture, dated as of December 18, 2014, (ii) Second Supplemental Indenture, dated as of March 13, 2015, (iii) Third Supplemental Indenture, dated as of April 9, 2015, (iv) Fourth Supplemental Indenture, dated as of August 27, 2015, (v) Fifth Supplemental Indenture, dated as of November 8, 2016 (as supplemented, the Base Indenture), and (vi) Sixth Supplemental Indenture, dated as of January 26, 2017, each by and among the Company, the Companys subsidiary guarantors party thereto, and the Trustee, pursuant to which the Initial Securities are to be issued, as such Indenture may be amended or further supplemented from time to time in accordance with the terms thereof. Initial Purchaser: As defined in the preamble hereto. Initial Notes: As defined in the preamble hereto. Initial Placement: The issuance and sale by the Company of the Initial Securities to the Initial Purchasers pursuant to the Purchase Agreement. Initial Securities: As defined in the preamble hereto. Person: An individual, partnership, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof. Prospectus: The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus. Registrar: As defined in the Indenture. Registration Default: As defined in Section 5 hereof. Registration Statement: Any registration statement of the Company relating to (a) an offering of Exchange Securities pursuant to an Exchange Offer; or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein. Securities Act: The Securities Act of 1933, as amended. Shelf Filing Deadline: As defined in Section 4(a) hereof. Shelf Registration Statement: As defined in Section 4(a) hereof. Transfer Restricted Securities: Each Initial Security, until the ea

Definitions from Registration Rights Agreement

This Registration Rights Agreement (this Agreement) is made and entered into as of January 19, 2017, by and among Broadcom Cayman Finance Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (Cayman Finance), Broadcom Corporation, a California corporation (Broadcom and together with Cayman Finance, the Co-Issuers), Broadcom Limited, a public company incorporated under the laws of the Republic of Singapore (Parent), Broadcom Cayman L.P., a limited partnership organized under the laws of the Cayman Islands (Broadcom Cayman), BC Luxembourg S.a r.l., a Luxembourg private limited liability company (societe a responsabilite limitee) having its registered office at 3A, Sentier de lEsperance, L-1474 Luxembourg, Grand-Duchy of Luxembourg, and registered with the Luxembourg Register of Commerce and Companies under registration number B 201613 (BC Lux, and together with Parent and Broadcom Cayman, the Guarantors), and Merrill Lynch, Pierce, Fenner

Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings: Broker-Dealer: Any broker or dealer registered under the Exchange Act. Business Day: Any day other than a Saturday, Sunday or U.S. federal holiday or a day on which banking institutions or trust companies located in New York, New York are authorized or obligated to be closed. Closing Date: The date of this Agreement. Commission: The Securities and Exchange Commission. Consummate: Registered Exchange Offers shall be deemed Consummated for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange Offers, (ii) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offers open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Co-Issuers to the Registrar under the Indenture of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of Initial Securities that were tendered by Holders thereof pursuant to the Exchange Offers. Exchange Act: The Securities Exchange Act of 1934, as amended. Exchange Date: As defined in Section 3(b) hereof. Exchange Offer Registration Statement: The Registration Statement relating to the Exchange Offers, including the related Prospectus. Exchange Offers: The registration by the Co-Issuers under the Securities Act of the Exchange Securities pursuant to a Registration Statement pursuant to which the Co-Issuers offer the Holders of all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange Securities in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offers by such Holders. Exchange Securities: The 2.375% Senior Notes due 2020, the 3.000% Senior Notes due 2022, the 3.625% Senior Notes due 2024 and the 3.875% Senior Notes due 2027 of the same series under the Indenture as the Initial Notes and the Guarantees attached thereto, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement. Exempt Resales: The transactions in which the Initial Purchasers propose to sell the Initial Securities to certain qualified institutional buyers, as such term is defined in Rule 144A under the Securities Act and to certain non-U.S. persons pursuant to Regulation S under the Securities Act. FINRA: The Financial Industry Regulatory Authority, Inc. Holders: As defined in Section 2(b) hereof. Indemnified Holder: As defined in Section 8(a) hereof. Indenture: The Indenture, dated as of January 19, 2017, by and among the Co-Issuers, the Guarantors and Wilmington Trust, National Association, as trustee (the Trustee), pursuant to which the Initial Securities are to be issued, as such Indenture is amended or supplemented from time to time in accordance with the terms thereof. Initial Notes: As defined in the preamble hereto. Initial Placement: The issuance and sale by the Co-Issuers of the Initial Securities to the Initial Purchasers pursuant to the Purchase Agreement. Initial Purchaser: As defined in the preamble hereto. Initial Securities: As defined in the preamble hereto. Interest Payment Date: As defined in the Indenture and the Initial Securities. Person: An individual, partnership, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof. Prospectus: The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus. Registration Default: As defined in Section 5 hereof. Registration Statement: Any registration statement of the Co-Issuers relating to (a) an offering of Exchange Securities pursuant to the Exchange Offers or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein. Related Judgment: As defined in Section 12(i)(i) hereof. Related Proceedings: As defined in Section 12(i)(i) hereof. Securities Act: The Securities Act of 1933, as amended. Shelf Effectiveness Period: As defined in Section 4(a) hereof. Shelf Filing Deadline: As defined in Section 4(a) hereof. Shelf Registration Statement: A shelf registration statement of the Co-Issuers that covers all or a portion of the Transfer Restricted Securities on an appropriate form under Rule 415 under

Definitions from Registration Rights Agreement

This Registration Rights Agreement (this "Agreement") is made and entered into as of December 15, 2016, by and among The Scotts Miracle-Gro Company, an Ohio corporation (the "Company"), the guarantors listed on the signature pages hereto (the "Guarantors"), and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representative (the "Representative") of the Initial Purchasers (as defined below), each of whom has agreed to purchase the Company's 5.250% Senior Notes due 2026 (the "Initial Notes") fully and unconditionally guaranteed by the Guarantors (the "Guarantees") pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the "Initial Securities."

Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings:Additional Interest: Any amounts owing pursuant to Section 5 hereof.Additional Interest Payment Date: With respect to the Initial Securities, each Interest Payment Date.Advice: As defined in Section 6(d) hereof.Agreement: As defined in the preamble hereof.Broker-Dealer: Any broker or dealer registered under the Exchange Act.Business Day: Any day other than a Saturday, Sunday or U.S. federal holiday or a day on which banking institutions or trust companies located in New York, New York are authorized or obligated to be closed.Closing Date: The date of this Agreement.Commission: The U.S. Securities and Exchange Commission.Company: As defined in the preamble hereof.Consummate: A registered Exchange Offer shall be deemed "Consummated" for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange Offer, (ii) the maintenance of such Exchange Offer Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Company to the Registrar (as defined in the Indenture) of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of Initial Securities that were tendered by Holders thereof pursuant to the Exchange Offer.Exchange Act: The Securities Exchange Act of 1934, as amended.Exchange Offer: The registration by the Company under the Securities Act of the Exchange Securities pursuant to a Registration Statement pursuant to which the Company offers the Holders of all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange Securities in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders.Exchange Offer Registration Statement: The Registration Statement relating to the Exchange Offer, including the related Prospectus.Exchange Securities: The 5.250% Senior Notes due 2026, of the same series under the Indenture as the Initial Securities, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement.FINRA: The Financial Industry Regulatory Authority.Guarantees: As defined in the preamble hereof.Guarantors: As defined in the preamble hereof.Holders: As defined in Section 2(b) hereof.Indemnified Holder: As defined in Section 8(a) hereof.Indenture: The Indenture, dated as of the date hereof, by and among the Company, the Guarantors and U.S. Bank National Association, as trustee (the "Trustee"), pursuant to which the Initial Securities are to be issued, as such Indenture is amended or supplemented from time to time in accordance with the terms thereof.Initial Notes: As defined in the preamble hereof.Initial Purchasers: Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, Rabo Securities USA, Inc., U.S. Bancorp Investments, Inc., TD Securities (USA) LLC, Mizuho Securities USA Inc., Scotia Capital (USA) Inc., Citizens Capital Markets, Inc., BB&T Capital Markets, a division of BB&T Securities, LLC, Fifth Third Securities, Inc., BBVA Securities Inc. and SMBC Nikko Securities America, Inc.Initial Notes: As defined in the preamble hereto.Initial Placement: The issuance and sale by the Company of the Initial Securities to the Initial Purchasers pursuant to the Purchase Agreement.Initial Securities: As defined in the preamble hereto.Interest Payment Date: As defined in the Indenture and the Initial Notes.Person: An individual, partnership, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.Prospectus: The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such prospectus.Purchase Agreement: As defined in the recital hereof.Registration Default: As defined in Section 5 hereof.Registration Statement: Any registration statement filed by the Company pursuant to the Securities Act relating to (a) an offering of Exchange Securities pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.Representative: As defined in the preamble hereof.Securities Act: Th

Definitions from Registration Rights Agreement

This Registration Rights Agreement (this Agreement) is made and entered into as of August 12, 2016, by and among Engility Corporation, a Massachusetts corporation (the Company), a wholly-owned subsidiary of Engility Holdings, Inc., a Delaware corporation (Holdings), the other Guarantors party hereto (together with Holdings, collectively, the Guarantors) and Morgan Stanley & Co. LLC, as representative (the Representative) of the several initial purchasers named in Schedule I to the Purchase Agreement (collectively, the Initial Purchasers), each of whom has agreed to purchase the Companys 8.875% Senior Notes due 2024 (the Initial Notes) fully and unconditionally guaranteed by the Guarantors (the Guarantees) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the Initial Securities.

Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings: Additional Interest: As defined in Section 5 hereof. Additional Interest Payment Date: With respect to the Initial Securities, each Interest Payment Date. Blackout Period: As defined in Section 4(a) hereof. Broker-Dealer: Any broker or dealer registered under the Exchange Act. Business Day: Any day other than a Saturday, Sunday or U.S. federal holiday or a day on which banking institutions or trust companies located in New York, New York are authorized or obligated to be closed. Closing Date: The date of this Agreement. Commission: The Securities and Exchange Commission. Consummate: A registered Exchange Offer shall be deemed Consummated for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Company to the Registrar under the Indenture of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of Initial Securities that were tendered by Holders thereof pursuant to the Exchange Offer. Exchange Act: The Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder. Exchange Offer: The registration by the Company under the Securities Act of the Exchange Securities pursuant to a Registration Statement pursuant to which the Company offers the Holders of all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange Securities in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders. Exchange Offer Registration Statement: The Registration Statement relating to the Exchange Offer, including the related Prospectus. Exchange Securities: The 8.875% Senior Notes due 2024, of the same series under the Indenture as the Initial Notes and the Guarantees attached thereto, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement. FINRA: Financial Industry Regulatory Authority. Free Writing Prospectus: Each free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or on behalf of the Company or used or referred to by the Company in connection with the sale of the Initial Securities or the Exchange Securities. Holders: As defined in Section 2(b) hereof. Indenture: The Indenture, dated as of August 12, 2016, by and among the Company, the Guarantors and Deutsche Bank Trust Company Americas, as trustee (the Trustee), pursuant to which the Securities are to be issued, as such Indenture is amended or supplemented from time to time in accordance with the terms thereof. Initial Purchasers: As defined in the preamble hereto. Initial Notes: As defined in the preamble hereto. Initial Securities: As defined in the preamble hereto. Interest Payment Date: As defined in the Indenture and the Initial Securities. Person: An individual, partnership, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof. Prospectus: The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus. Registration Default: As defined in Section 5 hereof. Registration Statement: Any registration statement of the Company relating to (a) an offering of Exchange Securities pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein. Securities: The Initial Securities and the Exchange Securities. Securities Act: The Securities Act of 1933, as amended, including the rules and regulations promulgated thereunder. Shelf Registration Statement: As defined in Section 4(a) hereof. Transfer Restricted Securities: Each Initial Security, until the earliest to occur of (a) the date on which such Initial Security is exchanged in the Exchange Offer for an Exchange Security entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the Securities Act, (b) the date on which such Initial Security has been effectively

Definitions from Registration Rights Agreement

This Registration Rights Agreement (this Agreement) is made and entered into as of May 24, 2016, by and among Tempur Sealy International, Inc., a Delaware corporation (the Company), the entities listed on the signature pages hereof as Guarantors (collectively, the Guarantors), and J.P. Morgan Securities LLC, as Representative of the several Initial Purchasers named in Schedule A to the Purchase Agreement referred to below (collectively, the Initial Purchasers), each of whom has agreed pursuant to the Purchase Agreement to purchase the Companys 5.500% Senior Notes due 2026 (the Initial Notes) fully and unconditionally guaranteed by the Guarantors (the Guarantees). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the Initial Securities.

Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings: Additional Interest: As defined in Section 5 hereof. Broker-Dealer: Any broker or dealer registered under the Exchange Act. Business Day: Any day other than a Saturday, Sunday or U.S. federal holiday or a day on which banking institutions or trust companies located in New York, New York are authorized or obligated to be closed. Closing Date: The date of this Agreement. Commission: The Securities and Exchange Commission. Company: As defined in the preamble hereto. Consummate: A registered Exchange Offer shall be deemed Consummated for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Company to the Registrar under the Indenture of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of Initial Securities that were tendered by Holders thereof pursuant to the Exchange Offer. EDGAR: The Commissions Electronic Data Gathering, Analysis, and Retrieval system (or any successor thereto). Effectiveness Target Date: As defined in Section 5 hereof. Exchange Act: The Securities Exchange Act of 1934, as amended. Exchange Offer: The registration by the Company under the Securities Act of the Exchange Securities pursuant to a Registration Statement pursuant to which the Company offers the Holders of all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange Securities in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders. Exchange Offer Registration Statement: The Registration Statement relating to the Exchange Offer, including the related Prospectus. Exchange Securities: The 5.500% Senior Notes due 2026, of the same series under the Indenture as the Initial Securities attached thereto, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement. FINRA: Financial Industry Regulatory Authority, Inc. Guarantees: As defined in the preamble hereto. Guarantors: As defined in the preamble hereto. Holders: As defined in Section 2(b) hereof. Indemnified Holder: As defined in Section 8(a) hereof. Indenture: The Indenture, dated as of May 24, 2016, by and among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee (the Trustee), pursuant to which the Initial Securities are to be issued, as such Indenture is amended or supplemented from time to time in accordance with the terms thereof. Initial Notes: As defined in the preamble hereto. Initial Placement: The issuance and sale by the Company of the Initial Securities to the Initial Purchasers pursuant to the Purchase Agreement. Initial Purchasers: As defined in the preamble hereto. Initial Securities: As defined in the preamble hereto. Interest Payment Date: As defined in the Indenture and the Initial Notes. Person: An individual, partnership, corporation, trust, limited liability company or unincorporated organization, or a government or agency or political subdivision thereof. Prospectus: The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus. Purchase Agreement: As defined in the preamble hereto. Registration Default: As defined in Section 5 hereof. Registration Statement: Any registration statement of the Company relating to (a) an offering of Exchange Securities pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein. Securities Act: The Securities Act of 1933, as amended. Shelf Filing Deadline: As defined in Section 4(a) hereof. Shelf Registration Statement: As defined in Section 4(a) hereof. Specified Guarantors: As defined in the preamble hereto. Transfer Restricted Securities: Each Initial Security, until the earliest to occur of (a) the date on which such Initial Security is exchanged in the Exchange Offer for an Exchange Security entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery

Definitions from Registration Rights Agreement

This Registration Rights Agreement (this Agreement) is made and entered into as of May 17, 2016, by and among CLECO CORPORATE HOLDINGS LLC, a Louisiana limited liability company (the Company), Mizuho Securities USA Inc., Scotia Capital (USA) Inc., SMBC Nikko Securities America, Inc. and the other Initial Purchasers named in Schedule A hereto (collectively, the Initial Purchasers), each of whom has agreed to purchase the Companys 3.743% Senior Secured Notes due 2026 (the 2026 Notes) and 4.973% Senior Secured Notes due 2046 (the 2046 Notes and, together with the 2026 Notes, the Initial Securities).

Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings: Additional Interest: As defined in Section 5 hereof. Advice: As defined in Section 6 hereof. Broker-Dealer: Any broker or dealer registered under the Exchange Act. Business Day: Any day other than a Saturday, Sunday or U.S. federal holiday or a day on which banking institutions or trust companies located in New York, New York are authorized or obligated to be closed. Closing Date: The date of this Agreement. Commission: The Securities and Exchange Commission. Consummate: A registered Exchange Offer shall be deemed Consummated for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Company to the Registrar under the Indenture of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of Initial Securities that were tendered by Holders thereof pursuant to the Exchange Offer. Effectiveness Target Date: As defined in Section 5 hereof. Exchange Act: The Securities Exchange Act of 1934, as amended. Exchange Offer: The registration by the Company under the Securities Act of the Exchange Securities pursuant to a Registration Statement pursuant to which the Company offers the Holders of all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange Securities in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders. Exchange Offer Registration Statement: The Registration Statement relating to the Exchange Offer, including the related Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein. Exchange Securities: The 3.743% Senior Secured Notes due 2026 and the 4.973% Senior Secured Notes due 2046, each of the same series under the Indenture as, respectively, the 2026 Notes and the 2046 Notes, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement. FINRA: Financial Industry Regulatory Authority, Inc. Holders: As defined in Section 2(b) hereof. Indemnified Holder: As defined in Section 8(a) hereof. Indenture: The Indenture, dated as of May 17, 2016, by and between the Company and Wells Fargo Bank, National Association, as trustee (the Trustee), as supplemented, including by the First Supplemental Indenture, dated as of May 17, 2016 and the Second Supplemental Indenture, dated as of May 17, 2016, pursuant to which the Exchange Securities are to be issued, as such Indenture is further amended or supplemented from time to time in accordance with the terms thereof. Initial Purchaser: As defined in the preamble hereto. Initial Placement: The issuance and sale by the Company of the Initial Securities to the Initial Purchasers pursuant to the Purchase Agreement. Initial Securities: As defined in the preamble hereto. Interest Payment Date: As defined in the Indenture and the Initial Securities. Person: An individual, partnership, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof. Prospectus: The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus. Registration Default: As defined in Section 5 hereof. Registration Statement: Any registration statement of the Company relating to (a) an offering of Exchange Securities pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein. Securities Act: The Securities Act of 1933, as amended. Shelf Filing Deadline: As defined in Section 4(a)(x) hereof. Shelf Registration Statement: As defined in Section 4(a)(x) hereof. Transfer Restricted Securities: Each Initial Security, until the earliest to occur of (a) the date on which such Initial Security is exchanged in the Exchange Offer for an Exchange Security entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the