San Francisco Uses in Defined Terms Clause

Defined Terms from Abl Credit Agreement

WHEREAS, the Borrowers are a party to the Predecessor ABL Credit Agreement under which the Borrowers obtained term loans under an asset-based term loan facility and revolving loans under an asset-based revolving credit facility and the Parent Borrower is a party to the Predecessor Cash Flow Credit Agreement under which the Borrower obtained term loans under a cash-flow based term loan facility and revolving loans under a cash-flow based revolving credit facility;

Defined Terms. As used in this Agreement, the following terms shall have the following meanings: 2007 Transactions: as the term Transactions is defined in the Predecessor ABL Credit Agreement. ABL Collateral Agents: the collective reference to the U.S. ABL Collateral Agent and the Canadian Collateral Agent. ABL Facility: the collective reference to the Commitments and the Loans made hereunder, this Agreement, any Loan Documents, any notes and letters of credit issued pursuant hereto and any guarantee and collateral agreement, patent and trademark security agreement, mortgages, letter of credit applications and other guarantees, pledge agreements, security agreements and collateral documents, and other instruments and documents, executed and delivered pursuant to or in connection with any of the foregoing, in each case as the same may be amended, supplemented, waived or otherwise modified from time to time, or refunded, refinanced, restructured, replaced, renewed, repaid, increased or extended from time to time (whether in whole or in part, whether with the original agent and lenders or other agents and lenders or otherwise, and whether provided under this Agreement or one or more other credit agreements, indentures or financing agreements or otherwise, unless such agreement, instrument or document expressly provides that it is not intended to be and is not an ABL Facility hereunder). Without limiting the generality of the foregoing, the term ABL Facility shall include any agreement (i) changing the maturity of any Indebtedness Incurred thereunder or contemplated thereby, (ii) adding Subsidiaries of the Parent Borrower as additional borrowers or guarantors thereunder, (iii) increasing the amount of Indebtedness Incurred thereunder or available to be borrowed thereunder or (iv) otherwise altering the terms and conditions thereof. ABL Priority Collateral: as defined in the Base Intercreditor Agreement. ABR: for any day, a rate per annum (rounded upwards, if necessary, to the next 1/100 of 1.0%) equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1.0% and (c) the Eurocurrency Rate for any Interest Period of one month commencing on such date plus 1%. Prime Rate shall mean (x) in respect of Loans made to any U.S. Borrower, the rate of interest per annum publicly announced, from time to time by JPMorgan (or another bank of recognized standing reasonably selected by the Administrative Agent and reasonably satisfactory to the U.S. Borrower Representative) as its prime rate in effect, by Wells Fargo at its principal office in New York City (theSan Francisco as its prime rate (such Prime Rate not being intended to be the lowest rate of interest charged by JPMorgan or such other bankWells Fargo in connection with extensions of credit to debtors), and (y) in respect of Loans made to a Canadian Borrower, the rate of interest per annum publicly announced from time to time by Royal Bank of Canada (or another bank of recognized standing reasonably selected by the Canadian Agent and reasonably satisfactory to the Canadian Borrower Representative)the Canadian Reference Bank as its base rate of interest (however designated) chargeable by it on United States Dollar commercial loans in Canada (such base rate of interest not being intended to be the lowest rate of interest charged by Royalthe Canadian Reference Bank of Canada in connection with extensions of credit to debtors). Federal Funds Effective Rate shall mean, for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it. Any change in the ABR due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively. In any event, if at any time the ABR as determined pursuant to the foregoing would be less than 0.00%, the ABR at such time shall be deemed to be 0.00%. ABR Loans: Loans the rate of interest applicable to which is based upon the ABR or, with respect to Canadian Facility Revolving Credit Loans denominated in Canadian Dollars, the Canadian Prime Rate. Acceleration: as defined in subsection 9(e). Accounts: as defined in the UCC or (to the extent governed thereby) the PPSA as in effect from time to time or (to the extent governed by the Civil Code of Quebec) defined as all claims for the purposes of the Civil Code of Quebec; and, with respect to any Person, all such Accounts of such Person, whether now existing or existing

DEFINED TERMS from Agreement of Limited Partnership

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

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

Defined Terms from Term Loan Agreement

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

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

Defined Terms from Registration Rights Agreement

This Registration Rights Agreement (the Agreement) is made, entered into and effective July 29, 2010, by and among Warburg Pincus Private Equity X, L.P. (WPX), Warburg Pincus X Partners, L.P. (WPXP and, together with WPX, WP), Silver Lake Partners III, L.P. (SL), Silver Lake Technology Investors III, L.P. (SLTI and, together with SL, SLP), the investors set forth on Schedule A hereto, Interactive Data Corporation, a Delaware corporation (IDC), Igloo Intermediate Corporation, a Delaware corporation (Holdings), and Igloo Holdings Corporation, a Delaware corporation.

Defined Terms. As used in this Agreement, the following terms shall have the following meanings: Adverse Disclosure means public disclosure of material non-public information that, in the Board of Directors good faith judgment, after consultation with independent outside counsel to the Company, (i) would be required to be made in any Registration Statement filed with the SEC by the Company so that such Registration Statement would not be materially misleading and would not be required to be made at such time but for the filing of such Registration Statement; and (ii) the Company has a bona fide business purpose for not disclosing such information publicly. Affiliate has the meaning specified in Rule 12b-2 under the Exchange Act; provided that no Holder shall be deemed an Affiliate of the Company, Holdings, IDC or their respective Subsidiaries for purposes of this Agreement; provided further that neither portfolio companies (as such term is commonly used in the private equity industry) of a Sponsor nor limited partners, non-managing members or other similar direct or indirect investors in a Sponsor shall be deemed to be Affiliates of such Sponsor; and further provided that with respect to any Member that is a governmental plan within the meaning of ERISA, the other branches and departments of the applicable governments shall not be deemed to be Affiliates of such Member. The term Affiliated has a correlative meaning. Agreement has the meaning set forth in the preamble. Approved Holder means any Holder who, at the time of determination, is an entity of a U.S. state whose indemnification obligations are limited or prohibited by the laws of such state. Board of Directors means the board of directors of the Company. Business Day means any day other than a Saturday, Sunday or a day on which commercial banks located in New York, New York or San Francisco, California are required or authorized by law or executive order to be closed. Change of Control means the occurrence of any of the following: (i) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person other than the Sponsors or their Affiliates or (ii) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act, or any successor provision), other than the Sponsors or their Affiliates, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of the total voting power of the Company or any of its direct or indirect parent companies holding directly or indirectly 100% of the total voting power of the Company. Closing Date means the date of the closing of the merger contemplated by the Merger Agreement. Co-Invest Agreements means any of the following, as applicable: (i) the Amended and Restated Limited Liability Company Operating Agreement of Igloo Co-Invest, LLC (as may be amended from time to time) (the Co-Investor Agreement), (ii) the Limited Liability Company Operating Agreement of Igloo Manager Co-Invest, LLC (as may be amended from time to time), (iii) any limited liability company agreement, limited or general partnership agreement or similar agreement with respect to any Additional Co-Invest Vehicle (as defined in the Company Shareholders Agreement) and (iv) any shareholders agreement or other agreement (other than the Company Shareholders Agreement) or employee stock plan or other employee benefit plan arrangement that applies to a Holders ownership of Registrable Securities. Company means Igloo Holdings Corporation, a Delaware corporation (including any of its successors by merger, acquisition, reorganization, conversion or otherwise, including, in connection with any IPO, the Registering Entity). Company Public Sale has the meaning set forth in Section 2.03(a). Company Shareholders Agreement means the Shareholders Agreement, dated as of July 29, 2010, by and among the Investors set forth on Schedule A thereto, the Company, Holdings and IDC, as amended, modified or supplemented from time to time. Company Share Equivalent means securities exercisable, exchangeable or convertible into Company Shares. Company Shares means the shares of common stock, par value $0.01 per share, of the Company, any securities into which such shares of common stock shall have been changed, or any securities resulting from any reclassification, recapitalization or similar transactions with respect to such shares of common stock (including any shares of common stock of the Registering Entity). Demand Company Notice has the meanin

Defined Terms from Amended and Restated Credit Agreement

This AMENDED AND RESTATED CREDIT AGREEMENT (this Agreement), dated as of December 30, 2014, is entered into by and among FAIR ISAAC CORPORATION, a Delaware corporation (the Borrower); the several banks and other financial institutions or entities from time to time parties to this Agreement (the Lenders); WELLS FARGO SECURITIES, LLC (Wells Fargo Securities), and U.S. BANK NATIONAL ASSOCIATION, as joint lead arrangers and joint bookrunners (together and in such capacities, the Joint Lead Arrangers); U.S. BANK NATIONAL ASSOCIATION, as syndication agent (in such capacity, the Syndication Agent); and WELLS FARGO BANK, NATIONAL ASSOCIATION (Wells Fargo), as administrative agent (in such capacity, together with any successor thereto, the Administrative Agent).

Defined Terms. As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1. ABR: for any day, a rate per annum equal to the greater of (a) the Base Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1% and (c) the One Month Eurodollar Rate plus 1%. For purposes hereof, Base Rate shall mean the rate of interest per annum (rounded upwards, if necessary, to the next 1/100 of 1%) publicly announced from time to time by the Administrative Agent as its base rate in effect at its principal office in San Francisco, California (the Base Rate not being intended to be the lowest rate of interest charged by the Administrative Agent in connection with extensions of credit to debtors). For purposes hereof, One Month Eurodollar Rate shall mean, with respect to any interest rate calculation for a Loan or other Obligation bearing interest at ABR, a rate per annum equal to the quotient of (i) the rate per annum equal to the greater of (x) zero and (y) the rate per annum reported on Reuters Screen LIBOR 01 Page (or any successor or substitute page thereof), or if not reported by Reuters, as reported by any service selected by the Administrative Agent, on the applicable day (provided that if such day is not a Business Day for which such rate is quoted, the next preceding Business Day for which such rate is quoted) at or about 11:00 a.m., London time (or as soon thereafter as practicable), for Dollar deposits being delivered in the London interbank eurodollar currency market for a term of one month commencing on such date of determination, divided by (ii) one minus the Eurocurrency Reserve Requirement in effect on such day. If for any reason rates are not available as provided in clause (i) of the preceding sentence, the rate to be used in clause (i) shall be, at the Administrative Agents discretion (in each case, rounded upward if necessary to the next 1/100 of one percent), (A) the rate per annum at which Dollar deposits are offered to the Administrative Agent in the London interbank eurodollar currency market or (B) the rate at which Dollar deposits are offered to the Administrative Agent in, or by the Administrative Agent to major banks in, any offshore interbank eurodollar market selected by the Administrative Agent, in each case on the applicable day (provided that if such day is not a Business Day for which Dollar deposits are offered to the Administrative Agent in the London or such offshore interbank eurodollar currency market, the next preceding Business Day for which Dollar deposits are offered to the Administrative Agent in the London or such offshore interbank eurodollar currency market) at or about 11:00 a.m., London time (or as soon thereafter as practicable) (for delivery on such date of determination) for a one month term. Any change in the ABR due to a change in the Base Rate, the Federal Funds Effective Rate or the One Month Eurodollar Rate shall be effective as of the opening of business on the effective day of such change in the Base Rate, the Federal Funds Effective Rate or the One Month Eurodollar Rate, respectively. ABR Loans: Loans the rate of interest applicable to which is based upon the ABR. Acquired Portion: as defined in Section 2.19(e). Acquisition Step Up: as defined in Section 7.1. Act: as defined in Section 10.16. Administrative Agent: as defined in the preamble hereto and any successor in accordance with the terms and conditions of Section 9.9. Affiliate: with respect to any Person, (a) each Person that, directly or indirectly, owns or controls, whether beneficially or as a trustee, guardian or other fiduciary, ten percent (10%) or more of any class of Equity Securities of such Person, (b) each Person that controls, is controlled by or is under common control with such Person or any Affiliate of such Person or (c) each of such Persons officers, directors, managers, joint venturers and partners; provided, however, that in no case shall the Administrative Agent or any Lender be deemed to be an Affiliate of the Borrower for purposes of this Agreement. For the purpose of this definition, control of a Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of its management or policies, whether through the ownership of voting securities, by contract or otherwise. Agents: the collective reference to the Syndication Agent and the Administrative Agent. Agreement: as defined in the preamble hereto. Anti-Corruption Laws: as defined in Section 4.16(b). Anti-Terrorism Law: each of: (a) the Executive Order; (b) the Patriot Act; (c) the Money Laundering Control Act of 1986, 18 U.S.C. SSSS 1956 & 1957; and (d) any other governmental rule now or hereafter enacted to monitor, deter or otherwise prevent terrorism or the funding or support of terrorism, including, without limitation, economic or financial sanctions or trade embargoes imposed, administered or enforc

Defined Terms from Loan Purchase Agreement

THIS LOAN PURCHASE AGREEMENT, dated as of , 20 (the Effective Date), by and between LendingClub Corporation, a Delaware corporation, as seller (Seller), and, a [ ] as purchaser (Purchaser).

Defined Terms. As used in this Agreement, the following words shall have the meanings set forth below: Affiliate means, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, control when used with respect to any specified Persons means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms controlling and controlled have meanings correlative to the foregoing. Agreement means this Loan Purchase Agreement, including all exhibits and schedules attached hereto or delivered in connection herewith, as such agreement may be amended, supplemented and modified from time to time. Applicable Law means all federal, state and local laws, statutes, rules, regulations and orders applicable to any Purchased Loan (including without limitation the underwriting, origination, servicing, ownership, holding, acquisition and sale of such Purchased Loan), and all requirements of any Regulatory Authority having jurisdiction over the Seller and the Bank, as any such laws, statutes, regulations, orders and requirements may be amended and in effect from time to time during the term of this Agreement. Bank means a bank, savings association, or credit union chartered in the United States, or a foreign depository institution acting through a U.S. bank branch, regulated by and subject to the authority of a Regulatory Authority, from which Seller purchases loans, which Bank is the initial issuer of Loans. Bank Program means the Sellers program for acquiring Loans from Bank. Borrower means, with respect to each Loan, each Person or other obligor (including any co-borrower, co-maker, co-signor or guarantor) who is obligated under the terms of such Loan. Borrower Data has the meaning set forth in Section 6.3. Business Day means any day other than: (a) a Saturday or Sunday; (b) a legal or federal holiday; and (c) a day on which banking and savings and loan institutions in San Francisco, California, New York, New York, or the State of Utah are required or authorized by Applicable Law or Regulatory Authority to be closed for business. Confidential Information has the meaning set forth in Section 6.2. Credit Criteria means the various minimum credit criteria and underwriting procedures set forth on Exhibit A hereto. Effective Date has the meaning set forth in the introductory paragraph. Eligible Loan means, as of the Purchase Date, a Loan that has been originated by Bank and acquired by Seller from Bank in accordance with the Sellers program for acquiring Loans from Bank. Event of Default has the meaning set forth in Section 8.2. Indemnified Party has the meaning set forth in Section 5.2. Indemnifying Party has the meaning set forth in Section 5.2. Insolvent means the failure to pay debts in the ordinary course of business or the inability to pay debts as they come due. Launch Date means the date mutually agreed upon by each Party for Purchaser to commence purchasing Loans as described in Article 2. Loan means an unsecured consumer loan originated by Bank and acquired by Seller, which includes, on a whole loan basis, all right, title and interest of Bank, as holder of both the beneficial and legal title to such loan, including without limitation: (a) the related Loan Document Package, the related Records and all other loan documents, files and records for such Loan; (b) all proceeds from such Loan (including without limitation any monthly payments, any prepayments and any other proceeds); and (c) all other rights, titles, interests, benefits, proceeds, remedies and claims in favor or for the benefit of Bank arising from or relating to such Loan. Notwithstanding the foregoing, Seller will retain the customer relationship with Borrower. Loan Documents means each of the loan documents listed on Exhibit B attached hereto, as such exhibit may be modified by Seller from time to time in its sole discretion upon written notice to Purchaser. Loan Document Package means, with respect to any Loan, all of the promissory notes, loan agreements and other documents executed and delivered in connection with the origination, funding, acquisition and ownership of such Loan, including, without limitation, each of the loan documents listed on Exhibit B attached hereto, as such exhibit may be modified from time to time in the sole discretion of Seller upon written notice to Purchaser. Material Adverse Change means, with respect to any Person, any material adverse change in the business, financial condition, operations, or properties of such Person that would substantially prevent or impair the Persons ability to perform any of its obligations under this Agreement. Material Adverse Effect means (a) a Material Adverse Change with respect to the Party or any of its Affiliates taken as a whole; (b) a material impairment of the ability of the Party

Defined Terms from Credit Agreement

THIS CREDIT AGREEMENT, dated as of December 11, 2013, is by and among FIESTA RESTAURANT GROUP, INC., a Delaware corporation (the Borrower), the Guarantors (as hereinafter defined), the Lenders (as hereinafter defined) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders hereunder (in such capacity, the Administrative Agent).

Defined Terms. As used in this Agreement, terms defined in the preamble to this Agreement have the meanings therein indicated, and the following terms have the following meanings: Account Designation Notice shall mean the Account Designation Notice dated as of the Closing Date from the Borrower to the Administrative Agent in substantially the form attached hereto as Exhibit 1.1(a). Additional Credit Party shall mean each Person that becomes a Guarantor by execution of a Joinder Agreement in accordance with Section 5.10. Adjusted Leverage Ratio shall mean, as of any date of determination, for the Credit Parties and their Subsidiaries on a Consolidated basis, the ratio of (a) the sum of (i) Consolidated Funded Debt on such date plus (ii) the product of eight (8) multiplied by Consolidated Rent Expense for the four (4) consecutive quarters ending on such date to (b) Consolidated EBITDAR for the four (4) consecutive quarters ending on such date. Administrative Agent or Agent shall have the meaning set forth in the first paragraph of this Agreement and shall include any successors in such capacity. Administrative Questionnaire shall mean an Administrative Questionnaire in a form supplied by the Administrative Agent. Affiliate shall mean, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by, or is under common Control with, the Person specified. Agreement or Credit Agreement shall mean this Agreement, as amended, modified, extended, restated, replaced, or supplemented from time to time in accordance with its terms. Alternate Base Rate shall mean, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1% and (c) the sum of (i) LIBOR (as determined pursuant to the definition of LIBOR), for an Interest Period of one (1) month commencing on such day plus (ii) 1.00%, in each instance as of such date of determination. For purposes hereof: Prime Rate shall mean, at any time, the rate of interest per annum publicly announced or otherwise identified from time to time by Wells Fargo at its principal office in San Francisco, California as its prime rate. Each change in the Prime Rate shall be effective as of the opening of business on the day such change in the Prime Rate occurs. The parties hereto acknowledge that the rate announced publicly by Wells Fargo as its Prime Rate is an index or base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks; and Federal Funds Effective Rate shall mean, for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published on the next succeeding Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it. If for any reason the Administrative Agent shall have determined (which determination shall be conclusive in the absence of manifest error) (A) that it is unable to ascertain the Federal Funds Effective Rate, for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms above or (B) that the Prime Rate or LIBOR no longer accurately reflects an accurate determination of the prevailing Prime Rate or LIBOR, the Administrative Agent may select a reasonably comparable index or source to use as the basis for the Alternate Base Rate, until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in any of the foregoing will become effective on the effective date of such change in the Federal Funds Rate, the Prime Rate or LIBOR for an Interest Period of one (1) month. Notwithstanding anything contained herein to the contrary, to the extent that the provisions of Section 2.13 shall be in effect in determining LIBOR pursuant to clause (c) hereof, the Alternate Base Rate shall be the greater of (i) the Prime Rate in effect on such day and (ii) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. Alternate Base Rate Loans shall mean Revolving Loans that bear interest at an interest rate based on the Alternate Base Rate. Anti-Terrorism Order shall mean that certain Executive Order 13224 signed into law on September 23, 2001. Applicable Margin shall mean, for any day, the rate per annum set forth below opposite the applicable level then in effect (based on the Adjusted Leverage Ratio), it being understood that the Applicable Margin for (a) Revolving Loans that are Alternate Base Rate Loans shall be the percentage set forth under the column Base Rate Margin, (b) Revolving Lo

Defined Terms from Amendment to Credit Agreement

THIS CREDIT AGREEMENT, dated as of March 30, 2011, is by and among CASH AMERICA INTERNATIONAL, INC., a Texas corporation (the Borrower), the Guarantors (as hereinafter defined), the Lenders (as hereinafter defined) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders hereunder (in such capacity, the Administrative Agent).

Defined Terms. As used in this Agreement, terms defined in the preamble to this Agreement have the meanings therein indicated, and the following terms have the following meanings: Account Designation Notice shall mean the Account Designation Notice dated as of the Closing Date from the Borrower to the Administrative Agent in substantially the form attached hereto as Exhibit 1.1(a). Acquisition shall mean the acquisition by any Person of (a) a majority of the Capital Stock of another Person, (b) all or substantially all of the assets of another Person or (c) all or substantially all of a line of business of another Person, in each case whether or not involving a merger or consolidation with such other Person. Acquisition Consideration shall mean the consideration given by any Credit Party or any of its Subsidiaries for an Acquisition, including but not limited to the sum of (without duplication) (a) the fair market value of any cash, Property (including Redeemable Stock) or services given, plus (b) consideration paid with proceeds of Indebtedness permitted pursuant to this Agreement, plus (c) the amount of any Indebtedness assumed, incurred or guaranteed (to the extent not otherwise included) in connection with such Acquisition by any Credit Party or any of its Subsidiaries. Additional Credit Party shall mean each Person that becomes a Guarantor by executing a Joinder Agreement in accordance with Section 5.15. Additional Secured Senior Debt shall mean any Indebtedness of the Credit Parties (other than Subordinated Debt) incurred or issued after the Closing Date (or, in the case of Assumed Indebtedness, incurred or issued prior to or after the Closing Date and assumed by a Credit Party after the Closing Date), including purchase money Indebtedness, Capital Leases, Assumed Indebtedness, and other Indebtedness, which is secured by a Lien. Additional Unsecured Senior Debt shall mean any Indebtedness of the Credit Parties (other than Subordinated Debt) incurred or issued after the Closing Date (or, in the case of Assumed Indebtedness, incurred or issued prior to or after the Closing Date and assumed by a Credit Party after the Closing Date), including Assumed Indebtedness and other Indebtedness which (a) is not secured, directly or indirectly, or in whole or in part, by a Lien, and (b) does not contain any More Restrictive Covenants. Adjusted EBITDA shall mean, with respect to any period, EBITDA for such period adjusted to (a) exclude any non-cash gain or loss recognized on the income statement from derivative and currency value fluctuations during such period, and (b) upon the acquisition of any assets or Persons permitted by Section 6.3 hereof which generate EBITDA (whether positive or negative) or the disposition of any assets or Persons permitted by Section 6.5 hereof which prior to such disposition generated EBITDA (whether positive or negative), include the actual trailing 12 month EBITDA of the acquired assets or Person, or exclude the actual trailing 12 month EBITDA of the disposed assets or Person, as the case may be, with adjustments as provided in Article 11, Regulation S-X of the Securities Act of 1933 during such period. Adjusted Funded Debt shall mean, as of any date of determination, the sum of (a) Funded Debt as of such date, minus (b) unrestricted Cash on Hand as of such date. Administrative Agent or Agent shall have the meaning set forth in the first paragraph of this Agreement and shall include any successors in such capacity. Administrative Questionnaire shall mean an Administrative Questionnaire in a form supplied by the Administrative Agent. Affiliate shall mean, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by, or is under common Control with, the Person specified. Agreement or Credit Agreement shall mean this Agreement, as amended, modified, extended, restated, replaced, or supplemented from time to time in accordance with its terms. Alternate Base Rate shall mean, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1% and (c) the sum of (i) LIBOR (as determined pursuant to the definition of LIBOR), for an Interest Period of one (1) month commencing on such day plus (ii) 1.00%, in each instance as of such date of determination. For purposes hereof: Prime Rate shall mean, at any time, the rate of interest per annum publicly announced or otherwise identified from time to time by Wells Fargo at its principal office in San Francisco, California as its prime rate. Each change in the Prime Rate shall be effective as of the opening of business on the day such change in the Prime Rate occurs. The parties hereto acknowledge that the rate announced publicly by Wells Fargo as its Prime Rate is an index or base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks;

Defined Terms from Stock Purchase Agreement

This STOCK PURCHASE AGREEMENT (this Agreement), dated as of May 20, 2013, is entered into by and between the purchasers listed on the Schedule of Purchasers attached hereto as Schedule A (individually, a Purchaser and collectively, the Purchasers), and ARADIGM CORPORATION, a California corporation (the Company). Purchasers and the Company are sometimes referred to as the Parties. Certain capitalized terms used in this Agreement are defined in Article I of this Agreement.

Defined Terms. As used herein, the terms below shall have the following meanings. Any of such terms, unless the context otherwise requires, may be used in the singular or plural, depending upon the reference. A1AT Option Agreement has the meaning set forth in the Recitals. Acquisition Proposal means, other than the Transactions, any offer, proposal or inquiry relating to, or any Persons indication of interest in, (a) any merger consolidation or other form of business combination with or involving the Company, (b) the sale, license, disposition or acquisition of all or any material portion of the business or assets of the Company, including the grant of any license to any Intellectual Property of the Company, other than non-exclusive licenses granted to contract research organizations in the Ordinary Course of Business, or (c) the issuance, grant, disposition or acquisition of (i) any shares of Company Capital Stock (other than issuances of Company Common Stock upon the exercise or conversion of Company Options or Company Warrants outstanding on the date hereof), (ii) any option, call, warrant or right to acquire any shares of Company Capital Stock (other than the grant of Company Options to the Companys employees by the Company pursuant to its existing Benefit Plans in the Ordinary Course of Business) or (iii) any other Company Securities. Affiliate means, with respect to a Person, any Person that, directly or indirectly, controls, is controlled by or is under common control with such first Person. For the purposes of this Agreement, Purchasers and their Affiliates, on the one hand, shall not be deemed to be Affiliates of the Company and its Affiliates, on the other hand. Agreement has the meaning set forth in the Preamble. Antitrust Law means the HSR Act, the Sherman Act, as amended, the Clayton Act, as amended, the Federal Trade Commission Act, as amended, and any other Applicable Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade. Applicable Law means, with respect to any Person, any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Entity applicable to such Person or any of such Persons property and assets or such Persons officers, directors, employees, consultants or agents in their capacity as such Persons officers, directors, employees, consultants or agents, respectively. Aradigm Products means products developed, manufactured, marketed or distributed by or on behalf of the Company. Aradigm Technology has the meaning given such term in the Ciprofloxacin License Agreement. Articles of Incorporation means the Amended and Restated Articles of Incorporation of the Company, as further amended from time to time. Benefit Plan(s) means all employee benefit plans (as defined in Section 3(3) of ERISA (whether or not subject to ERISA)), and all other employee compensation and benefits plans, policies, programs, arrangements or payroll practices, including multiemployer plans within the meaning of Section 3(37) of ERISA, all equity and incentive compensation plans, all employee manuals and handbooks, severance, retention, employment, consulting, change of control, collective bargaining, deferred compensation, profit sharing, commission, health, welfare, pension, vacation, retirement agreements or plans, and any other benefit plan, agreement, program or policy in respect of any present, former or retired employee, officer, director, stockholder or other Worker of the Company or its Subsidiaries or any of their respective ERISA Affiliates, or any beneficiary of any of the foregoing individuals, in each case established, sponsored, maintained, contributed or required to be contributed to (or with respect to which any obligation to contribute has or had been undertaken) by the Company, its Subsidiaries or any of their respective ERISA Affiliates or under which the Company, its Subsidiaries or any of their respective ERISA Affiliates has any current or potential Liability. BHCA has the meaning set forth in Section 3.33. Board of Directors has the meaning set forth in the Recitals. Business Day means any day (other than a Saturday, Sunday or a legal holiday) on which banks are open for general business in Barcelona, Spain and San Francisco, California, USA. Bylaws means the Amended and Restated Bylaws of the Company, as further amended from time to time. Charter Amendment has the meaning set forth in the Recitals. Charter Amendment Approval means the affirmative vote of holders of more than 50% of the issued and outstanding shares of Company Common Stock. Charter Documents has the meaning set forth in Section 3.1(b). Ciprofloxacin License Agreement has the meaning set forth in the Recitals. Closing has the meaning set forth in Section 2.3. Closing Date has the meaning set forth in Section 2.3. Code means the U.S. Internal Revenue Code of 198

Defined Terms from Stock Purchase Agreement

This STOCK PURCHASE AGREEMENT (this Agreement), dated as of May 20, 2013, is entered into by and between the purchasers listed on the Schedule of Purchasers attached hereto as Schedule A (individually, a Purchaser and collectively, the Purchasers), and ARADIGM CORPORATION, a California corporation (the Company). Purchasers and the Company are sometimes referred to as the Parties. Certain capitalized terms used in this Agreement are defined in Article I of this Agreement.

Defined Terms. As used herein, the terms below shall have the following meanings. Any of such terms, unless the context otherwise requires, may be used in the singular or plural, depending upon the reference. A1AT Option Agreement has the meaning set forth in the Recitals. Acquisition Proposal means, other than the Transactions, any offer, proposal or inquiry relating to, or any Persons indication of interest in, (a) any merger consolidation or other form of business combination with or involving the Company, (b) the sale, license, disposition or acquisition of all or any material portion of the business or assets of the Company, including the grant of any license to any Intellectual Property of the Company, other than non-exclusive licenses granted to contract research organizations in the Ordinary Course of Business, or (c) the issuance, grant, disposition or acquisition of (i) any shares of Company Capital Stock (other than issuances of Company Common Stock upon the exercise or conversion of Company Options or Company Warrants outstanding on the date hereof), (ii) any option, call, warrant or right to acquire any shares of Company Capital Stock (other than the grant of Company Options to the Companys employees by the Company pursuant to its existing Benefit Plans in the Ordinary Course of Business) or (iii) any other Company Securities. Affiliate means, with respect to a Person, any Person that, directly or indirectly, controls, is controlled by or is under common control with such first Person. For the purposes of this Agreement, Purchasers and their Affiliates, on the one hand, shall not be deemed to be Affiliates of the Company and its Affiliates, on the other hand. Agreement has the meaning set forth in the Preamble. Antitrust Law means the HSR Act, the Sherman Act, as amended, the Clayton Act, as amended, the Federal Trade Commission Act, as amended, and any other Applicable Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade. Applicable Law means, with respect to any Person, any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Entity applicable to such Person or any of such Persons property and assets or such Persons officers, directors, employees, consultants or agents in their capacity as such Persons officers, directors, employees, consultants or agents, respectively. Aradigm Products means products developed, manufactured, marketed or distributed by or on behalf of the Company. Aradigm Technology has the meaning given such term in the Ciprofloxacin License Agreement. Articles of Incorporation means the Amended and Restated Articles of Incorporation of the Company, as further amended from time to time. Benefit Plan(s) means all employee benefit plans (as defined in Section 3(3) of ERISA (whether or not subject to ERISA)), and all other employee compensation and benefits plans, policies, programs, arrangements or payroll practices, including multiemployer plans within the meaning of Section 3(37) of ERISA, all equity and incentive compensation plans, all employee manuals and handbooks, severance, retention, employment, consulting, change of control, collective bargaining, deferred compensation, profit sharing, commission, health, welfare, pension, vacation, retirement agreements or plans, and any other benefit plan, agreement, program or policy in respect of any present, former or retired employee, officer, director, stockholder or other Worker of the Company or its Subsidiaries or any of their respective ERISA Affiliates, or any beneficiary of any of the foregoing individuals, in each case established, sponsored, maintained, contributed or required to be contributed to (or with respect to which any obligation to contribute has or had been undertaken) by the Company, its Subsidiaries or any of their respective ERISA Affiliates or under which the Company, its Subsidiaries or any of their respective ERISA Affiliates has any current or potential Liability. BHCA has the meaning set forth in Section 3.33. Board of Directors has the meaning set forth in the Recitals. Business Day means any day (other than a Saturday, Sunday or a legal holiday) on which banks are open for general business in Barcelona, Spain and San Francisco, California, USA. Bylaws means the Amended and Restated Bylaws of the Company, as further amended from time to time. Charter Amendment has the meaning set forth in the Recitals. Charter Amendment Approval means the affirmative vote of holders of more than 50% of the issued and outstanding shares of Company Common Stock. Charter Documents has the meaning set forth in Section 3.1(b). Ciprofloxacin License Agreement has the meaning set forth in the Recitals. Closing has the meaning set forth in Section 2.3. Closing Date has the meaning set forth in Section 2.3. Code means the U.S. Internal Revenue Code of 198