Ltd Uses in Definitions Clause

Definitions from Purchase Agreement

This PURCHASE AGREEMENT, dated as of July 1, 2017, is made by and between NEWSTAR FINANCIAL, INC., a Delaware Corporation (Buyer), and FIFTH STREET HOLDINGS L.P., a Delaware limited partnership (Seller).

Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: Accounting Expert has the meaning set forth in Section 2.2(b). Advisers Act means the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder. Affiliate means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, the first Person, provided that the Company Funds shall be deemed not to be Affiliates of the Company or the Seller. Agreement means this Agreement, including the Disclosure Schedule and any Exhibits hereto, as such may be amended or restated from time to time. Allocation Statement has the meaning set forth in Section 2.5. Ancillary Agreements means all agreements, documents, instruments and certificates (other than this Agreement) executed and delivered in connection with the Transactions. Bankruptcy and Equity Exception has the meaning set forth in Section 3.2(a). Business means the business, activities and operations of the Company, including the management of the Company Funds, as currently conducted. Business Day means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close. Buyer has the meaning set forth in the Preamble. Buyer Indemnitees has the meaning set forth in Section 7.2(a). Cap means an amount equal $1,600,000. Client means any Person to which the Company provides collateral management, investment management or investment advisory services, including any sub-advisory services or similar services, including each Company Fund. Closing has the meaning set forth in Section 2.3. Closing Date has the meaning set forth in Section 2.3. Closing Loan Tapes has the meaning set forth in Section 6.15. Code means the Internal Revenue Code of 1986, as amended. Collateral Management Agreement means, as applicable, each of (i) that certain Collateral Management Agreement, dated as of February 19, 2015, entered into between Fifth Street Senior Loan Fund I, LLC and Fifth Street Management LLC as amended by that certain amendment, dated as of June 29, 2015, entered into between Fifth Street Senior Loan Fund I, LLC and Fifth Street Management LLC and as assigned to the Company by Fifth Street Management LLC pursuant to the terms of that certain Assignment and Assumption Agreement, dated as of September 28, 2015, entered into among Fifth Street Management LLC, the Company and Fifth Street Senior Loan Fund I, LLC and (ii) that certain Collateral Management Agreement, dated as of September 29, 2015, entered into between Fifth Street SLF II, Ltd. (location) values">Ltd. and the Company, in each case, as amended or supplemented from time to time. Company has the meaning set forth in the Recitals. Company Contract means any Contract to which the Company is a party or otherwise bound, including the Collateral Management Agreements. Company Fund means each of Fifth Street Senior Loan Fund I, LLC and Fifth Street SLF II, Ltd. Company Owned Securities has the meaning set forth in Section 4.14(c). Confidentiality Agreement means the confidentiality agreement, dated as of March 16, 2017, by and between Buyer and the Company, as the same may be amended from time to time. Confidentiality Representative has the meaning set forth in Section 6.2. Consent means, as the context requires, any consent, approval, notice, authorization, waiver, permit, license, grant, agreement, exemption or order of, or registration, declaration or filing with, any Person, including any Governmental Authority. Contract means any written agreement, contract, arrangement, understanding, obligation or commitment to which a Person is bound or to which its assets or properties are subject, and any amendments and supplements thereto. Control or Controlled means the possession, directly or indirectly, 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, as trustee or executor, or otherwise. For purposes of this definition, a general partner or managing member of a Person shall be deemed to Control such Person. Credit Agreement means the Credit Agreement, dated as of September 28, 2015, by and among the Company and the Credit Parties. Credit Parties means Bleachers Finance 1 Limited and the other lenders from time to time party to the Credit Agreement, and Natixis, New York Branch, as agent, under the Credit Agreement. Designated Manager shall have the meaning assigned to such term in the Amended and Restated Limited Liability Company Agreement of Fifth Street Senior Loan Fund I, LLC, dated as of February 19, 2015. Disclosure Schedule means the disclosure schedule of even date herewith delivered by Seller to Buyer in connection with the execution and delivery of this Agreement. Dispute Notice has the meaning set forth in Section 2.2(a). Disqualific

Definitions from Amendment to Purchase and Sale Agreement

This First Amendment to the Purchase and Sale Agreement (this Amendment) is made and entered into effective as of June 30, 2017, by and among Atlas Energy Tennessee, LLC, Atlas Pipeline Tennessee, LLC, Atlas Noble, LLC, Viking Resources, LLC, Resource Energy, LLC, Atlas Resources, LLC, REI-NY, LLC, Resource Well Services, LLC, Atlas Energy Ohio, LLC and Atlas Energy Group, LLC (collectively, Original Sellers), Diversified Energy LLC (Buyer) and Atlas Resource Partners Holdings, LLC (ARPH).

Definitions. The following definitions shall be amended and restated in their entirety or added to Article 1 of the Original Agreement as set forth below. AET means Atlas Energy Tennessee, LLC, a Pennsylvania limited liability company. APT means Atlas Pipeline Tennessee, LLC, a Pennsylvania limited liability company. Drilling Partnerships means: (i) if prior to the Reorganization, the Existing Partnerships, and (ii) if after the Reorganization, (a) with respect to Atlas America Public #9, Ltd. (organization) values">Ltd., that Existing Partnership, and (b) with respect to all Private Partnerships and all Public Partnerships other than Ltd. (organization) values">Atlas America Public #9, Ltd., one or more new limited partnerships which will be formed pursuant to the Reorganization, provided, however that for the purposes of Section 7.28(ii) and Section 7.28(vi), Atlas America Public #9, Ltd. shall not be included in the definition of Drilling Partnership. Knox Agreements is defined in Section 2.2.7. Phase 1 of the Closing means the first step of the Closing, during which Sellers will sell, assign, convey and deliver all of the Properties to Buyer, other than the Equity Interests in AET. Reorganization means the transactions and actions of Sellers, their Affiliates and certain Third Parties that are reasonably necessary to (i) form the new Drilling Partnerships that are required for the Reorganization, (ii) transfer and vest all rights, title and interests of the Existing Partnerships, except for Atlas America Public #9, Ltd., in the Reorganization Wells to the new Drilling Partnerships, and (iii) complete the transfer by Atlas Resources, LLC of its managing general partner interest and limited partner interest in each Drilling Partnership to a newly formed Affiliate of Atlas Resources, LLC.

Definitions from Indenture

INDENTURE, dated as of April 11, 2017, by and among ARBOR REALTY COMMERCIAL REAL ESTATE NOTES 2017-FL1, LTD., an exempted company incorporated in the Cayman Islands with limited liability (the Issuer), ARBOR REALTY COMMERCIAL REAL ESTATE NOTES 2017-FL1, LLC, a limited liability company formed under the laws of Delaware (the Co-Issuer), U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (herein, together with its permitted successors and assigns in the trusts hereunder, the Trustee), paying agent, calculation agent, transfer agent, custodial securities intermediary, backup advancing agent and notes registrar, and ARBOR REALTY SR, INC. (including any successor by merger, the Arbor Parent), a Maryland corporation, as advancing agent (herein, together with its permitted successors and assigns in the trusts hereunder, the Advancing Agent).

Definitions. Except as otherwise specified herein or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Indenture, and the definitions of such terms are equally applicable both to the singular and plural forms of such terms and to the masculine, feminine and neuter genders of such terms. The word including and its variations shall mean including without limitation. Whenever any reference is made to an amount the determination of which is governed by Section 1.2 hereof, the provisions of Section 1.2 shall be applicable to such determination or calculation, whether or not reference is specifically made to Section 1.2, unless some other method of calculation or determination is expressly specified in the particular provision. All references in this Indenture to designated Articles, Sections, Subsections and other subdivisions are to the designated Articles, Sections, Subsections and other subdivisions of this Indenture as originally executed. The words herein, hereof, hereunder and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section, Subsection or other subdivision. Any capitalized term used herein without definition shall have the meaning ascribed to such term in the Servicing Agreement. 17g-5 Information: The meaning specified in Section 14.3(h) hereof. 17g-5 Website: A password-protected internet website which shall initially be located at www.structuredfn.com. Any change of the 17g-5 Website shall only occur after notice has been delivered by the Issuer to the Information Agent, the Trustee, the Collateral Administrator, the Loan Obligation Manager, the Placement Agent, and the Rating Agencies, which notice shall set forth the date of change and new location of the 17g-5 Website. 1940 Act: Investment Company Act of 1940, as amended. A Note: A promissory note secured by a mortgage on commercial real estate property that is not subordinate in right of payment to any separate promissory note secured by a direct or beneficial interest in the same property. Accepted Loan Servicer: Any commercial mortgage loan master or primary servicer that (1) is engaged in the business of servicing commercial mortgage loans (with a minimum servicing portfolio of U.S.$100,000,000) that are comparable to the Loan Obligations owned or to be owned by the Issuer, (2) as to which Moodys has not cited servicing concerns of such servicer as the sole or material factor in any downgrade or withdrawal of the ratings (or placement on watch status in contemplation of a ratings downgrade or withdrawal) of securities in any commercial mortgage backed securities transaction serviced by such servicer prior to the time of determination and (3) is currently acting as a servicer in a commercial mortgage backed securities transaction rated by DBRS and DBRS has not cited servicing concerns of such servicer as the sole or material factor in any downgrade or withdrawal of the ratings within the prior 12 month period (or placement on watch status in contemplation of a ratings downgrade or withdrawal) of securities in any commercial mortgage backed securities transaction serviced by such servicer prior to the time of determination. Account: Any of the Interest Collection Account, the Principal Collection Account, the Unused Proceeds Account, the RDD Funding Account, the Payment Account, the Expense Account, the Custodial Account and the Preferred Share Distribution Account and any subaccount thereof that the Trustee deems necessary or appropriate. Accountants Report: A report of a firm of Independent certified public accountants of recognized national reputation appointed by the Issuer pursuant to Section 10.13(a), which may be the firm of independent accountants that reviews or performs procedures with respect to the financial reports prepared by the Issuer or the Loan Obligation Manager. Act or Act of Securityholders: The meaning specified in Section 14.2 hereof. Additional Loan Obligations: Loan Obligations that are acquired by the Issuer during the Post-Closing Acquisition Period. Advancing Agent: Arbor Realty SR, Inc., unless a successor Person shall have become the Advancing Agent pursuant to the applicable provisions of this Indenture, and thereafter Advancing Agent shall mean such successor Person. Advancing Agent Fee: The fee payable monthly in arrears on each Payment Date to the Advancing Agent in accordance with the Priority of Payments, equal to 0.07% per annum on the Aggregate Outstanding Amount of the Notes on such Payment Date prior to giving effect to payments on such Payment Date; which fee may be waived by the Advancing Agent, in its discretion in connection with any Payment Date unless such fee is payable to the Back-up Advancing Agent pursuant to the Priority of Payments. Advisers Act: The Investment Advisers Act of 1940, as amended. Advisory Committee: The meaning specified in the Loan Obligation Management Agree

Definitions from Credit Agreement

This CREDIT AGREEMENT, dated as of 26 October 2016 (as amended, modified or supplemented from time to time, this "Agreement"), is entered into by and between AMYRIS, INC., a Delaware corporation, whose principal place of business is 5885 Hollis Street, Ste. 100, Emeryville, California 94608 (the "Company"), and GUANFU HOLDING CO., LTD., a company duly established and validly existing under the laws of the People's Republic of China, whose registered address is Tuban Village, Xunzhong Town, Dehua, Quanzhou City, Fujian Province (the "Lender"). In order to fulfill this Credit Agreement, Lender is about to make its subsidiary be the entity to accomplish the obligations and as the Lender, so "Lender" hereinafter refers to "Guanfu or its subsidiary".

Definitions. As used in this Agreement, the following capitalized terms have the following meanings:

Definitions from Note Purchase Agreement

This NOTE PURCHASE AGREEMENT, dated as of January 11, 2017 (this Agreement), is entered into by and among Qiyi.com, Inc., an exempted company incorporated under the laws of the Cayman Islands (the Company) and the parties listed on Schedule 1 attached hereto (each party listed on Part A of Schedule 1, a G1 Investor, and collectively, the G1 Investors; each party listed on Part B of Schedule 1, a G2 Investor, and collectively, the G2 Investors; and the G1 Investors and G2 Investors collectively, the Investors).

Definitions. As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated: Adverse Legal Development has the meaning set forth in the Sixth Restated Articles. 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 under common control with, the Person specified, including, in the case of the Investors, any investment capital fund now or hereafter existing which is controlled by, or under the common control of, substantially the same principal(s) that control the Investors. Notwithstanding the foregoing, the parties acknowledge and agree that (a) the name Sequoia Capital is commonly used to describe a variety of entities (collectively, the Sequoia Entities) that are affiliated by ownership or operational relationship and engaged in a broad range of activities related to investing and securities trading and (b) notwithstanding any other provision of the Transaction Documents to the contrary, the Transaction Documents shall not be binding on, or restrict the activities of, any Sequoia Entity outside of the Sequoia China Sector Group. For purposes of the foregoing, the Sequoia China Sector Group means all Sequoia Entities (whether currently existing or formed in the future) that are principally focused on companies located in, or with connections to, the PRC. Agreement has the meaning set forth in the preamble, as amended, supplemented or modified from time to time in accordance with the terms hereof. Baidu means Baidu Holdings Limited, a company incorporated under the laws of the British Virgin Islands. Basket has the meaning set forth in Section 8.4 of this Agreement. Beijing WFOE means Beijing Qiyi Century Science & Technology Co., Ltd. (organization) values">Ltd. ( ), a wholly foreign-owned enterprise established under the laws of the PRC. Board of Directors means the board of directors of the Company. Business Day means any day other than a Saturday, Sunday or other day on which commercial banks in New York, Hong Kong or the PRC are authorized or required by law or executive order to close. Centre has the meaning set forth in Section 10.9(b). Chongqing WFOE means Chongqing Qiyi Tianxia Science & Technology Co., Ltd. ( ), a wholly foreign-owned enterprise established under the laws of the PRC. Circular 37 means Circular 37 issued by SAFE on July 14, 2014, including any amendment, implementing rules, or official interpretation thereof, and any other rules and circulars issued by SAFE regulating filings or registrations of round-trip investment. Closing has the meaning set forth in Section 2.2 of this Agreement. Closing Date has the meaning set forth in Section 2.2 of this Agreement. Company has the meaning set forth in the preamble to this Agreement. Consideration has the meaning set forth in Section 2.1 of this Agreement. Contractual Obligations means, as to any Person, any provision of any security or financial instrument, issued by such Person or of any agreement, undertaking, contract, license, engagement, lease, indenture, mortgage, deed of trust, purchase order, commitment or other instrument or contractual arrangement, to which such Person is a party or by which it or any of its property is bound. Control (including the terms controlling, controlled by and under common control with) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person (including without limitation, the power to determine or cause the determination of equity investment), whether through the ownership of voting securities, by contract or otherwise. Control Documents means the exclusive technology consulting and service agreements ( ), business operation agreements ( ), business cooperation agreements ( ), software license contracts ( ), trademark license agreements ( ), exclusive option agreements ( ), voting rights proxy agreements ( ), loan agreements ( ), and equity pledge agreements ( ) entered into between the Beijing WFOE, on one hand, and the applicable Domestic Enterprises and/or their shareholders, on the other hand, for the purpose of consolidating the financial statements of the Domestic Enterprises by the Company in accordance with the US GAAP. Conversion Shares has the meaning set forth in the recitals of this Agreement. Disclosure Schedule means the schedule to be provided to the Investors by the Company attached hereto as Exhibit B. Domestic Enterprise means each of (i) Beijing Dingxin Tianxia Science & Technology Co., Ltd. ( ), a limited liability company organized under the laws of the PRC, (ii) Beijing IQIYI Science & Technology Co., Ltd. ( ), a limited liability company organized under the laws of the PRC, (iii) Shanghai IQIYI Culture Media Co., Ltd. ( ), a limited liability company organized under the laws of the PRC and (iv) Shanghai Zhong Yuan Network Co., Ltd. ( ), a limited liability company organized under

Definitions from Share Purchase Agreement

This SHARE PURCHASE AGREEMENT (this Agreement), dated as of March 20, 2017, is among Power Solutions International, Inc., a Delaware corporation (the Company), and Weichai America Corp., a company organized under the laws of the State of Illinois (the Purchaser).

Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: Additional Warrant shall mean the additional warrant to purchase shares of Company Common Stock or Series B Preferred Stock which may be issued to the Purchaser pursuant to the terms of Section 4.05 herein. The Additional Warrant shall have the key terms set forth in Exhibit E attached hereto. 2018 Warrant shall mean the warrant to purchase shares of Company Common Stock or Series B Preferred Stock in the form attached hereto as Exhibit C. Action shall mean any charge, claim, action, complaint, petition, investigation, suit or other proceeding, whether administrative, civil or criminal, whether at law or in equity, and whether or not before any mediator, arbitrator or Governmental Authority. Affiliate shall mean, with respect to any Person, any other Person which directly or indirectly controls or is controlled by or is under common control with such Person. As used in this definition, control (including its correlative meanings, controlled by and under common control with) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise). Agreement shall have the meaning set forth in the preamble hereto. Aggregate Consideration shall have the meaning set forth in Section 2.01(b). Arbitral Tribunal shall have the meaning set forth in Section 7.10(a). Board of Directors shall mean the board of directors of the Company. Business Day shall mean any day, other than a Saturday, Sunday or a day on which banking institutions in the PRC, Hong Kong or City of New York, New York is authorized or obligated by law or executive order to remain closed. Certificate of Designations shall mean the Certificate of Designations for the Series B Preferred Stock in the form attached hereto as Exhibit D. Closing shall have the meaning set forth in Section 2.02(a). Closing Date shall have the meaning set forth in Section 2.02(a). Company shall have the meaning set forth in the preamble hereto. Company Common Stock shall mean the common stock, par value $0.001 per share, of the Company. Company Designated Bank Account shall mean an account of the Company designated in writing by the Company to the Purchaser at least two (2) business Days prior to Closing Date. Company Disclosure Schedule shall have the meaning set forth in Section 3.01. Company Preferred Stock shall mean the preferred stock, par value $0.001 per share, of the Company. Company Reports shall have the meaning set forth in Section 3.01(g). Confidentiality Agreement shall mean the amended mutual non-disclosure and confidentiality agreement by and between the Weichai Holding Group Co., Ltd. (organization) values">Ltd. and the Company dated December 8, 2016. Contract shall mean any bond, note, mortgage, deed of trust, lease, commitment, obligation, understanding, arrangement, indenture, other evidence of indebtedness, guarantee, license, agreement or other contract or instrument. Delaware Corporation Law shall mean the Delaware General Corporation Law as in effect as of the date hereof. Enforceability Exceptions shall have the meaning set forth in Section 3.01(d). Environmental Laws shall mean all applicable federal, state, local or foreign Laws relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, Laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, Hazardous Materials) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all Governmental Orders issued, entered, promulgated or approved thereunder. Exchange Act shall mean the U.S. Securities Exchange Act of 1934, as amended. Founder Stockholders shall mean Gary Winemaster and Kenneth Winemaster. FCPA shall have the meaning set forth in Section 3.01(q). Fundamental Representations shall mean the representations and warranties set forth in Section 3.01(a), Section 3.01(c), Section 3.01(d), Section 3.01(e) and Section 3.01(r). GAAP shall mean U.S. generally accepted accounting principles. Governmental Authority shall mean any court, administrative agency or commission or other governmental authority or instrumentality, whether federal, state, local or foreign, and any applicable industry self-regulatory organization (to the extent that the rules, regulations or orders of such organization or authority have the force of Law). Governmental Order shall mean any judgment, order, injunction, decree, stipulation, ruling, decision, verdict, or award made, issued or entered into by or with any Governmental Authority. HSR

Definitions from Collaboration Agreement

Definitions. 1.1 Affiliate means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with such Person; provided that neither Party nor their respective Subsidiaries shall be deemed an Affiliate of the other Party or its Subsidiaries. For purposes of this definition, control (including, with correlative meanings, the terms controlled by and under common control with), as used with respect to any Person, means the direct or indirect possession of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise. For the avoidance of doubt, Shandong Heavy Industry Group Co., Ltd. (organization) values">Ltd. and its subsidiaries are Affiliates of Weichai. 1.2 Applicable Laws means, with respect to any Person, any transnational, domestic or foreign federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person, as amended unless expressly specified otherwise. 1.3 Approval Authorities means any governmental authority or body which by virtue of Applicable Laws has competency to approve any transaction referred to or foreseen hereunder. 1.4 Arbitration Tribunal shall have the meaning set out in Section 11.13(a) 1.5 Background IP refers to information which is held by the Parties prior to the beginning of a Collaboration Project, as well as any Independent Technology and Intellectual Property Rights pertaining to such information, and which is needed for carrying out the Collaboration Project or for using Foreground IP. 1.6 Board means the board of directors or supervisory board of a Party where applicable. 1.7 Business Days means any day, other than a Saturday, Sunday or other day on which commercial banks in Beijing, Hong Kong or New York City are authorized or required by Applicable Laws to close. 1.8 CARB shall have the meaning set out in the preamble. 1.9 Collaboration Projects shall have the meaning set out in Section 2.2.1. 1.10 Confidential Material shall have the meaning set out in Section 9.1(a). 1.11 Constitutional Documents means the articles of association, articles of incorporation, charter, by-law or other similar corporate constitutional documents of a Party where applicable. 1.12 Cost Control Committee shall be the body referred to in Section 3.2.1(c). 1.13 1.14 Effective Date shall mean the Closing Date as defined under SPA. 1.15 EPA shall have the meaning set out in the preamble. 1.16 Foreground IP means the results, including information, whether or not they can be protected, which are generated under a Collaboration Project including any Intellectual Property Rights pertaining to such information. 1.17 Gas Engine shall have the meaning set out in Section 5.1.1. 1.18 Governmental Authority means any court, administrative agency or commission or other governmental authority or instrumentality, whether federal, state, local or foreign, and any applicable industry self-regulatory organization. 1.19 Implementation Plan shall have the meaning set out in Section 3.2.1. 1.20 Independent Technology means Technology and associated Intellectual Property Rights owned solely by a Party, which is conceived prior to the Effective Date and/or at any time outside of the course of a Collaboration Projects, provided, where such conception occurred after the Effective Date, the owning Party made no use of or reliance upon the other Partys Technology for such conception or any subsequent reduction to practice. *** Information Redacted for Confidential Treatment. Confidential information has been separately filed with the Securities and Exchange Commission under an application for Confidential Treatment.

Definitions from Strategic Cooperation Agreement

This Amended and Restated Investment and Strategic Cooperation Agreement, dated as of October 3, 2016 (this Agreement), by and between Janus Capital Group Inc., a Delaware corporation (JCG), Henderson Group plc, a public company incorporated in Jersey with registered number 101484 and having its registered office at 47 Esplanade, St Helier, Jersey JE1 0BD (Henderson), and Dai-ichi Life Holdings, Inc., a Japanese corporation (the Investor). JCG, Henderson and the Investor may be referred to in this Agreement individually as a Party and collectively as the Parties.

Definitions. For purposes of this Agreement: Affiliate means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term control means the possession, directly or indirectly, 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, including the ability to elect the members of the board of directors or other governing body of a Person, and the terms controlled and controlling have correlative meanings. Applicable Accounting Standards means Japanese generally accepted accounting principles or such other accounting principles as are then governing preparation of the Investors financial statements. Applicable Percentage means (i) prior to the Closing, 15% and (ii) following the Closing, the Closing Ownership Percentage, as may be reduced pursuant to Section 2.2. Asset Management One means Asset Management One Co., Ltd. (organization) values">Ltd., a corporation formed under the laws of Japan. Business Day means any day (other than a day which is a Saturday, Sunday or legal holiday in the State of New York or a national holiday in Japan, the United Kingdom or Sydney, Australia) on which banks are open for business in New York City, Tokyo, Japan and Sydney, Australia. Closing has the meaning set forth in the Merger Agreement. Closing Date has the meaning set forth in the Merger Agreement. Closing Ownership Percentage means a percentage equal to the percentage of the issued and outstanding shares of Company Common Stock Beneficially Owned by the Investor immediately following (and after giving effect to) the Merger. Company means (i) prior to the Closing, JCG and (ii) following the Closing, Henderson. Company Common Stock means (i) prior to the Closing, the common stock of JCG and (ii) following the Closing, the Henderson Common Stock. Company Securities means (i) any shares of capital stock or other equity interests of the Company or of any of its Subsidiaries; (ii) any other securities of the Company or of any of its Subsidiaries granting voting rights; (iii) any warrants, options, convertible or exchangeable securities, subscriptions, calls or other rights (including any preemptive or similar rights) to subscribe for or purchase or acquire any of the securities described in the foregoing clauses (i) and (ii); or (iv) any security, instrument or agreement granting economic rights based upon the value of, or the value of which is determined by reference to any of the securities described in the foregoing clauses (i) through (iii), regardless of whether such security, instrument or agreement is or may be settled in securities, cash or other assets; provided, however, that it will not include Company CDIs. Disclosure Guidance and Transparency Rules means the UK Disclosure Guidance and Transparency Rules as amended from time to time in relation to the disclosure of information in respect of financial instruments that have been admitted to trading on a regulated market for which a request for admission to trading on such regulated market has been made, as published by the Financial Conduct Authority of the United Kingdom. Event of Financial Distress means (a) with respect to the Investor, either (1) Investors solvency margin ratio, as calculated in accordance with Japanese regulatory requirements, is less than 300% or (2) Investors regulatory capital is less than the minimum amount thereof required by applicable Law in Japan and (b) with respect to the Company, (1) the Company is in breach of any financial covenant of any outstanding indebtedness (after giving effect to any waiver, grace period or extension thereof) or (2) the Companys independent outside auditors have issued a qualified opinion as to the Companys going concern status. Exchange Act means the Securities Exchange Act of 1934, as amended. Governmental Authority means any supranational, national, federal, state, provincial or local government, foreign or domestic, or the government of any political subdivision of any of the foregoing, or any entity, authority, agency, ministry or other similar body exercising executive, legislative, judicial, regulatory or administrative authority or functions of or pertaining to government, including any authority or other quasi-governmental entity established by any of the foregoing to perform any of such functions (including any national securities exchange or the equivalent) with relevant jurisdiction. Henderson Common Stock means the ordinary shares, par value PS0.125 per share, of Henderson; Insolvency Event means, with respect to any Party (the Insolvent Party), the occurrence of the any of the following: (i) (A) an involuntary proceeding is commenced or an involuntary petition is filed in a court of competent jurisdiction seeking: (I) relief in respect of the Insolvent Party under Title 11 of the United States

Definitions from Amendment

AGREEMENT dated as of November 18, 2011 (as amended by Amendment No. 1 and Consent, dated as of December 18, 2013 and, Amendment No. 2 and Consent, dated as of January 30, 2015 and Amendment No. 3 and Consent, dated as of March 16, 2017) among DUKE ENERGY CORPORATION, DUKE ENERGY CAROLINAS, LLC, DUKE ENERGY OHIO, INC., DUKE ENERGY INDIANA, INC.LLC, DUKE ENERGY KENTUCKY, INC., DUKE ENERGY PROGRESS, INC.LLC (f/k/a PROGRESS ENERGY CAROLINAS, INC.) and, DUKE ENERGY FLORIDA, INC.LLC (f/k/a PROGRESS ENERGY FLORIDA, INC.) asand PIEDMONT NATURAL GAS COMPANY, INC., as Borrowers, the Lenders from time to time party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, BANK OF AMERICA, N.A., JPMORGAN CHASE BANK, N.A. and THE ROYALMIZUHO BANK OF SCOTLAND PLC,, LTD., as Co-Syndication Agents, and BANK OF CHINA, NEW YORK BRANCH, BARCLAYS BANK PLC, CITIBANK, N.A., CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. and UBS SECURITIES LLCROYAL BANK OF CAN

Definitions. The following terms, as used herein, have the following meanings: Additional Lender means any financial institution that becomes a Lender for purposes hereof pursuant to Section 2.17 or 8.06. Administrative Agent means Wells Fargo in its capacity as administrative agent for the Lenders hereunder, and its successors in such capacity. Administrative Questionnaire means, with respect to each Lender, the administrative questionnaire in the form submitted to such Lender by the Administrative Agent and submitted to the Administrative Agent (with a copy to each Borrower) duly completed by such Lender. Affiliate means, as to any Person (the specified Person) (i) any Person that directly, or indirectly through one or more intermediaries, controls the specified Person (a Controlling Person) or (ii) any Person (other than the specified Person or a Subsidiary of the specified Person) which is controlled by or is under common control with a Controlling Person. As used herein, the term control means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Agent means any of the Administrative Agent, the Co-Syndication Agents or the Co-Documentation Agents. Aggregate Exposure means, with respect to any Lender at any time, the aggregate amount of its Borrower Exposures to all Borrowers at such time. Agreement means this Agreement as the same may be amended from time to time. Amendment No. 3 shall mean that certain Amendment No. 3, dated as of March 16, 2017, among the Borrowers, the lenders party thereto and the Administrative Agent. Anti-Corruption Laws means the United States Foreign Corrupt Practices Act of 1977 and all other laws, rules, and regulations of any jurisdiction concerning or relating to bribery, corruption or money laundering. Applicable Lending Office means, with respect to any Lender, (i) in the case of its Base Rate Loans, its Domestic Lending Office and (ii) in the case of its Euro-Dollar Loans, its Euro-Dollar Lending Office. Applicable Margin means, with respect to Euro-Dollar Loans, Swingline Loans or Base Rate Loans to any Borrower, the applicable rate per annum for such Borrower determined in accordance with the Pricing Schedule. Appropriate Share has the meaning set forth in Section 8.03(d). Approved Fund means any Fund that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that administers or manages a Lender. Approved Officer means the president, the chief financial officer, a vice president, the treasurer, an assistant treasurer or the controller of the Borrower or such other representative of the Borrower as may be designated by any one of the foregoing with the consent of the Administrative Agent. Assignee has the meaning set forth in Section 9.06(c). Availability Percentage means, with respect to each Borrower at any time, the percentage which such Borrowers Sublimit bears to the aggregate amount of the Commitments, all determined as of such time. Bail-In Action means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution. Bail-In Legislation means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule. Bankruptcy Event means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding (or any similar proceeding), or generally fails to pay its debts as such debts become due, or admits in writing its inability to pay its debts generally, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business or assets appointed for it, or, in the good faith determination of the Administrative Agent (or, if the Administrative Agent is the subject of the Bankruptcy Event, the Required Lenders), has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that (except with respect to a Lender that is subject to a Bail-In Action) a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof so long as such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reje

Definitions from Restated Limited Liability Company Agreement

This Second Amended and Restated Limited Liability Company Operating Agreement, dated as of March 7, 2017 (as amended, supplemented or restated from time to time, this Agreement), of Apollo Global Management, LLC, a Delaware limited liability company (the Company), is made and entered into and shall be effective as of this 7th day of March, 2017, by and among AGM Management, LLC, a Delaware limited liability company (the Manager), and the Company.

Definitions. The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement. Affiliate of any Person means any other Person that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such first Person. Except as expressly stated otherwise in this Agreement, the term Affiliate with respect to the Company does not include at any time any Fund or Portfolio Company. Aggregate Class B Vote has the meaning set forth in Section 12.7(e). Agreement has the meaning set forth in the recitals to this Agreement. Agreement Among Principals means the Agreement Among Principals, dated as of July 13, 2007, by and among the Principals, Black Family Partners, L.P., a Delaware limited partnership, MJR Foundation LLC, a New York limited liability company, BRH and Holdings, as may be amended, supplemented or restated from time to time. Apollo Credit Group means the Company, the members of the Apollo Operating Group and any other entity that, as of the relevant time, is a guarantor to any series of Apollo Senior Notes, and their direct and indirect subsidiaries (to the extent of their economic ownership interest in such subsidiaries) taken as a whole. Apollo Employer means the Company (or such successor thereto or such other entity controlled by the Company or its successor as may be such Persons employer at such time, but does not include any Portfolio Companies). Apollo Group means (i) the Manager and its Affiliates, including their respective general partners, members and limited partners, (ii) Holdings and its Affiliates, including their respective general partners, members and limited partners, (iii) with respect to each Principal, such Principal and such Principals Group, (iv) any former or current investment professional of or other employee of an Apollo Employer or the Apollo Operating Group (or such other entity controlled by a member of the Apollo Operating Group) and any member of such Persons Group, (v) any former or current executive officer of an Apollo Employer or the Apollo Operating Group (or such other entity controlled by a member of the Apollo Operating Group) and any member of such Persons Group; and (vi) any former or current director of an Apollo Employer or the Apollo Operating Group (or such other entity controlled by a member of the Apollo Operating Group) and any member of such Persons Group. Apollo Operating Group means (i) Apollo Management Holdings, L.P., a Delaware limited partnership, Apollo Principal Holdings I, L.P., a Delaware limited partnership, Apollo Principal Holdings II, L.P., a Delaware limited partnership, Apollo Principal Holdings III, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IV, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings V, L.P., a Delaware limited partnership, Apollo Principal Holdings VI, L.P., a Delaware limited partnership, Apollo Principal Holdings VII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings VIII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IX, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings X, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings XI, LLC, an Anguilla limited liability company, Apollo Principal Holdings XII, L.P., a Cayman Islands exempted limited partnership, AMH Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership, and any successors thereto or other entities formed to serve as holding vehicles for the carry vehicles, management companies or other entities formed by the Company or its Subsidiaries to engage in the asset management business (including alternative asset management) and (ii) any such carry vehicles, management companies or other entities formed by the Company or its Affiliates to engage in the asset management business (including alternative asset management) and receiving management fees, incentive fees, fees paid by Portfolio Companies, carry or other remuneration which are not Subsidiaries of the Persons described in clause (i), excluding any Funds and any Portfolio Companies. Apollo Senior Notes means (i) the 4.000% Senior Notes due 2024 issued by Apollo Management Holdings, L.P., (ii) the 4.400% Senior Notes due 2026 issued by Apollo Management Holdings, L.P. or (iii) any similar series of senior unsecured debt securities, in each case, guaranteed by the members of the Apollo Operating Group. Applicable Law means, with respect to any Person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any Governmental Entity applicable to such Person. Assets means all assets, whether, tangible or intangible and whether real, personal or mixed, at any time owned by the Company, including cash and investments acquir