Transfer Restricted Securities Uses in Definitions Clause

Definitions from Registration Rights Agreement

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

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

DEFINITIONS from Registration Rights Agreement

This Agreement is made pursuant to the Purchase Agreement, dated April 5, 2017 (the Purchase Agreement), by and among the Company, the Guarantors and Barclays Capital Inc. as representatives of the several the Initial Purchasers listed on Schedule I thereto. In order to induce the Initial Purchasers to purchase the Initial Notes, the Company and the Guarantors have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 7 of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated as of April 17, 2017, among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee, relating to the Initial Notes and the Exchange Notes (the Indenture).

DEFINITIONS. As used in this Agreement, the following capitalized terms shall have the following meanings: Act: The Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder. Affiliate: As defined in Rule 144 of the Act. Blackout Period: The period of time (a) that the Company and the Guarantors may delay filing and distributing (i) a post-effective amendment to (x) the Shelf Registration Statement or (y) after the date on which the Exchange Offer is Consummated, the Exchange Offer Registration Statement that is required to be effective to permit resales of Exchange Notes by Broker-Dealers as contemplated by Section 3(c) below or (ii) a supplement to any related Prospectus and (iii) any other required document so that, as thereafter delivered to Holders or purchasers of Transfer Restricted Securities, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading if the Company determines reasonably and in good faith that compliance with the disclosure obligations necessary to maintain the effectiveness of the Shelf Registration Statement or the Exchange Offer Registration Statement at such time could reasonably be expected to have a material adverse effect on the Company, any of the Guarantors or a pending financing, acquisition, disposition, merger or other material corporate transaction involving the Company or any of its subsidiaries, or (b) when (i) the Shelf Registration Statement or (ii) after the date on which the Exchange Offer is Consummated, the Exchange Offer Registration Statement that is required to remain effective to permit resales of Exchange Notes by Broker-Dealers as contemplated by Section 3(c) below, in each case, ceases to be effective or any related Prospectus is not usable solely because the Company filed a post-effective amendment to any such Registration Statement to include annual audited financial information or quarterly unaudited financial information with respect to the Company and the Guarantors and such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related Prospectus (it being understood that, in the case of this clause (b), the Company and the Guarantors shall be required to use their commercially reasonable efforts to cause any such post-effective amendment to become effective as soon as practicable); provided that, during any consecutive twelve-month period, such Blackout Periods shall not occur more than 60 days in the aggregate; and provided further that upon the termination of such Blackout Period, the Company and the Guarantors shall promptly advise each Holder and purchaser and, if requested by any such Person, confirm such advice in writing that such Blackout Period has been terminated. Broker-Dealer: Any broker or dealer registered under the Exchange Act. Business Day: Any day other than a Saturday, a Sunday or a day on which banking institutions in the City of New York or at a place of payment are authorized by law, regulation or executive order to remain closed. Closing Date: The date hereof. Commission: The Securities and Exchange Commission. Consummate: An Exchange Offer shall be deemed Consummated for purposes of this Agreement upon the occurrence of (a) the filing and effectiveness under the Act of the Exchange Offer Registration Statement relating to the Exchange Notes to be issued in the Exchange Offer, (b) the maintenance of such Exchange Offer Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the period required pursuant to Section 3(b) hereof, and (c) the delivery by the Company to the Registrar under the Indenture of Exchange Notes in the same aggregate principal amount as the aggregate principal amount of Initial Notes validly tendered and not withdrawn by Holders thereof pursuant to the Exchange Offer. Consummation Deadline: As defined in Section 3(b) hereof. Effectiveness Deadline: As defined in Sections 3(a) and 4(a) hereof. Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. Exchange Notes: The Companys 6.625% Senior Notes due 2027 to be issued pursuant to the Indenture: (i) in the Exchange Offer or (ii) as contemplated by Section 4 hereof. Exchange Offer: The exchange and issuance by the Company of a principal amount of Exchange Notes (which shall be registered pursuant to the Exchange Offer Registration Statement) equal to the outstanding principal amount of Initial Notes that are validly tendered and not withdrawn by such Holders in connection with such exchange and issuance. Exchange Offer Registration Statement: The Registration Statement relating to the Exchange Offer, including the related Prospectus that form

Definitions from Registration Rights Agreement

This Agreement is made pursuant to the Purchase Agreement dated as of March 29, 2017, among the Company Credit Suisse Securities (USA) LLC, SunTrust Robinson Humphrey, Inc. and U.S. Bancorp Investments, Inc., as representatives of the Initial Purchasers (the Purchase Agreement), which provides for the sale by the Company to the Initial Purchasers of $250,000,000 principal amount of its 4.000% Senior Notes due 2027 (the Securities). The Securities are to be issued pursuant to the provisions of an Indenture dated the date hereof (as amended, supplemented or otherwise modified from time to time, the Indenture) by and among the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the Trustee).

Definitions. As used in this Agreement, the following capitalized defined terms have the following meanings: 1933 Act shall mean the Securities Act of 1933, as amended from time to time. 1934 Act shall mean the Securities Exchange Act of 1934, as amended from time to time. Additional Interest shall have the meaning set forth in Section 2(e). Agreement shall have the meaning set forth in the preamble. Business Day shall have the meaning set forth in Rule 13e-4(a)(3) under the 1934 Act. Closing Date shall mean the Closing Date as defined in the Purchase Agreement. Commission shall mean the Securities and Exchange Commission. Company shall have the meaning set forth in the preamble and also includes the Companys successors. Exchange Dates shall have the meaning set forth in Section 2(a)(ii). Exchange Offer Registration shall mean a registration under the 1933 Act effected pursuant to Section 2(a) hereof. Exchange Offer Registration Statement shall mean a registration statement on Form S-4 (or, if applicable, on another appropriate form) relating to an offering of Exchange Securities pursuant to an Registered Exchange Offer and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. Exchange Securities shall mean any securities issued by the Company to be offered to Holders in exchange for Securities (pursuant to the Registered Exchange Offer or otherwise) pursuant to an Exchange Offer Registration Statement containing terms identical to the Securities for which they are exchanged except that (i) interest thereon shall accrue from the last date on which interest was paid on the Securities or, if no such interest has been paid, from the date of issuance of the Securities, and (ii) the Exchange Securities will not contain the legend appearing on the face of the Securities in the form recited in the Indenture and will not contain terms with respect to transfer restrictions. Holder shall mean each Initial Purchaser, for so long as it owns any Transfer Restricted Securities, and each of its successors, assigns and direct and indirect transferees who become registered owners of Transfer Restricted Securities under the Indenture; provided that for purposes of Sections 4 and 5 of this Agreement, the term Holder shall include Participating Broker-Dealers (as defined in Section 4(a)). Indemnified Party shall have the meaning set forth in Section 5(c). Indemnifying Party shall have the meaning set forth in Section 5(c). Indenture shall have the meaning set forth in the preamble. Initial Purchasers shall have the meaning set forth in the preamble. Majority Holders shall mean the Holders of a majority of the aggregate principal amount of outstanding Transfer Restricted Securities; provided that, for purposes of Section 6(b), whenever the consent or approval of Holders of a specified percentage of Transfer Restricted Securities is required hereunder, Transfer Restricted Securities held by the Company or any of its affiliates (as such term is defined in Rule 405 under the 1933 Act) (other than the Initial Purchasers or subsequent Transfer Restricted Securities (organization) values">Holders of Transfer Restricted Securities if such subsequent Holders are deemed to be such affiliates solely by reason of their holding of such Transfer Restricted Securities) shall not be considered outstanding and shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount. Participant shall have the meaning set forth in Section 5(a). Participating Broker-Dealer shall have the meaning set forth in Section 4(a) hereof. Person shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof. Prospectus shall mean the prospectus included in a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Transfer Restricted Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including all material incorporated by reference therein. Purchase Agreement shall have the meaning set forth in the preamble. Registration Default shall have the meaning set forth in Section 2(e). Registered Exchange Offer shall mean the exchange offer by the Company of Exchange Securities for all Securities that are Transfer Restricted Securities pursuant to Section 2(a) hereof. Registration Expenses shall mean any and all expenses incident to performance of or compliance by the Company with this Agreement, including without limitation: (i) all Commission, stock exchange or Financial Industry Regulatory Authority registration and filing fees, (ii) all fees and expenses in

Definitions from Registration Rights Agreement

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

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

Definitions from Registration Rights Agreement

This Registration Rights Agreement (this Agreement) is dated as of March 16, 2017, and is entered into by and among Hilton Worldwide Finance LLC, a Delaware limited liability company (the Issuer), Hilton Worldwide Finance Corp., a Delaware corporation (the Co-Issuer and, together with the Issuer, the Issuers), each an indirect wholly-owned subsidiary of Hilton Worldwide Holdings Inc., a Delaware corporation (the Company), the Company, Hilton Worldwide Parent LLC, a Delaware limited liability company and direct parent of the Issuer (HWP), the Subsidiary Guarantors (as defined below) and Goldman, Sachs & Co., as representative (the Representative) of the several initial purchasers named on Annex A to the Purchase Agreement referenced below (collectively, the Initial Purchasers).

Definitions. As used in this Agreement, the following terms shall have the following meanings: Additional Interest: See Section 4(a) hereof. Additional Interest Event: See Section 4(a) hereof. Advice: See the last paragraph of Section 5 hereof. Agreement: See the introductory paragraphs hereto. Applicable Period: See Section 2(b) hereof. Board: See Section 3(a) hereof. Business Day: Shall have the meaning ascribed to such term in Rule 14d-1(g)(3) under the Exchange Act. Co-Issuer: See the introductory paragraphs hereto. Company: See the introductory paragraphs hereto. Credit Agreement: shall mean that certain Credit Agreement, dated as of October 25, 2013 (as amended, restated, supplemented or otherwise modified from time to time), by and among the Issuer, the Company, Deutsche Bank AG, New York Branch, as administrative agent, and the lenders and other parties thereto. Effectiveness Period: See Section 3(a) hereof. Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder. Exchange Notes: See Section 2(a) hereof. Exchange Notes Guarantees: See Section 2(a) hereof. Exchange Offer: See Section 2(a) hereof. Exchange Offer Registration Statement: See Section 2(a) hereof. Exchange Securities: See Section 2(a) hereof. FINRA: See Section 5(r) hereof. Guarantees: See the introductory paragraphs hereto. Guarantors: shall mean the Company, HWP, any Subsidiary Guarantors and any of their successors that Guarantees the Notes. Holder: Any holder of a Transfer Restricted Security or Transfer Restricted Securities, including, where applicable, each Participating Broker-Dealer. HWP: See the introductory paragraphs hereto. Indenture: See the introductory paragraphs hereto. Information: See Section 5(n) hereof. Initial Purchasers: See the introductory paragraphs hereto. Initial Shelf Registration: See Section 3(a) hereof. Inspectors: See Section 5(n) hereof. Issue Date: March 16, 2017, the date of original issuance of the Notes. Issuer: See the introductory paragraphs hereto. Issuers: See the introductory paragraphs hereto. Notes: See the introductory paragraphs hereto. Participant: See Section 7(a) hereof. Participating Broker-Dealer: See Section 2(b) hereof. Person: An individual, trustee, corporation, partnership, limited liability company, joint stock company, trust, unincorporated association, union, business association, firm or other legal entity. Private Exchange: See Section 2(b) hereof. Private Exchange Notes: See Section 2(b) hereof. Prospectus: The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A or Rule 430B under the Securities Act and any term sheet filed pursuant to Rule 433 under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus. Purchase Agreement: See the introductory paragraphs hereof. Records: See Section 5(n) hereof. Registration Statement: Any registration statement of the Issuers that covers any of the Securities, the Exchange Securities or the Private Exchange Notes (and the related Guarantees) filed with the SEC under the Securities Act, including, in each case, the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement. Representative: See the introductory paragraphs hereto. Rule 144: Rule 144 under the Securities Act. Rule 144A: Rule 144A under the Securities Act. Rule 405: Rule 405 under the Securities Act. Rule 415: Rule 415 under the Securities Act. Rule 424: Rule 424 under the Securities Act. SEC: The U.S. Securities and Exchange Commission. Securities: See the introductory paragraphs hereto. Securities Act: The Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder. Shelf Notice: See Section 2(c) hereof. Shelf Registration: See Section 3(b) hereof. Shelf Registration Statement: Any Registration Statement relating to a Shelf Registration. Shelf Suspension Period: See Section 3(a) hereof. Subsequent Shelf Registration: See Section 3(b) hereof. Subsidiary Guarantors: shall mean any subsidiary of the Issuer that issues a Guarantee under the Indenture on or after the date of this Agreement. TIA: The Trust Indenture Act of 1939, as amended. Transfer Restricted Securities: Each Security upon its original issuance and at all times subsequent thereto, each Exchange Security as to which Section 2(c)(iv) hereof is applicable upon original issuance and at all times subse

Definitions from Registration Rights Agreement

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

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

Definitions from Registration Rights Agreement

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

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

Definitions from Registration Rights Agreement

This Agreement is made pursuant to the Purchase Agreement, dated as of February 16, 2017 (the Purchase Agreement), by and among the Obligors and the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Initial Notes, the Obligors have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers under the Purchase Agreement as set forth in Section 5(m) of the Purchase Agreement.

Definitions. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture (as defined below), and the following terms shall have the following meanings: Advice: As defined in Section 6(d) hereof. Agreement: As defined in the preamble hereto. Broker-Dealer: Any broker or dealer registered under the Exchange Act. Business Day: Any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed. Commission: The U.S. Securities and Exchange Commission. Consummate: An Exchange Offer shall be deemed Consummated for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Notes to be issued in the Exchange Offer, (ii) the maintenance of such Exchange Offer Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Issuers to the Registrar under the Indenture of Exchange Notes in the same aggregate principal amount as the aggregate principal amount of Initial Notes that were validly tendered by Holders thereof pursuant to the Exchange Offer. controlling person: As defined in Section 8(a) hereof. DTC: The Depository Trust Company or its nominee. Effectiveness Target Date: As defined in Section 5(a) hereof. Exchange Act: The Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder. Exchange Notes: The 6.125% Senior Notes due 2025, including the related guarantees of such notes by the Guarantors pursuant to the Indenture, to be issued pursuant to the Indenture in the Exchange Offer. Exchange Offer: The exchange and issuance by the Issuers of a principal amount of Exchange Notes (which shall be registered pursuant to the Exchange Offer Registration Statement) equal to the aggregate principal amount of Initial Notes that are validly tendered by such Holders in connection with such exchange and issuance. Exchange Offer Registration Statement: The Registration Statement relating to the Exchange Offer. Finance Co.: As defined in the preamble hereto. FINRA: The Financial Industry Regulatory Authority. General Partner: NGL Energy Holdings LLC, a Delaware limited liability company and the sole general partner of the Partnership. Guarantors: As defined in the preamble hereto. Holder: As defined in Section 2(b) hereof. Indemnified Holder: As defined in Section 8(a) hereof. Indenture: The indenture, dated as of February 22, 2017, by and among the Obligors and the Trustee. Initial Notes: As defined in the preamble hereto. Initial Placement: The issuance and sale by the Issuers of the Initial Notes to the Initial Purchasers pursuant to the Purchase Agreement. Initial Purchasers: As defined in the preamble hereto. Issue Date: February 22, 2017. Issuers: As defined in the preamble hereto. Liquidated Damages: As defined in Section 5(a) hereof. Obligors: As defined in the preamble hereto. Partnership: As defined in the preamble hereto. Person: An individual, partnership, limited liability company, corporation, trust, unincorporated organization or other legal entity, or a government or agency or political subdivision thereof. Prospectus: The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such prospectus. Purchase Agreement: As defined in the preamble hereto. Registration Default: As defined in Section 5(a) hereof. Registration Statement: Any registration statement of the Obligors relating to (a) an offering of Exchange Notes pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, in each case, including all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein. Securities Act: The Securities Act of 1933, as amended, including the rules and regulations promulgated thereunder. Shelf Filing Deadline: As defined in Section 4(a) hereof. Shelf Registration Statement: As defined in Section 4(a) hereof. Transfer Restricted Securities: Each Initial Note until the earliest to occur of (a) the date on which such Initial Note has been exchanged in the Exchange Offer by a Person other than a Broker-Dealer for an Exchange Note entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the Securities Act, (b) following the exchange by a Broker-Dealer in the Exchange Offer of an Initial Note for an Exchange Note, the date on which such Exchange Note is sold to a purch

Definitions from Registration Rights Agreement

This Registration Rights Agreement (this Agreement) is dated as of February 1, 2017, and is entered into by and among APX GROUP, INC., a Delaware corporation (the Company), the guarantors listed on Schedule I hereto (the Guarantors) and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as representative (the Representative) of the several initial purchasers named on Annex A to the Purchase Agreement referenced below (collectively, the Initial Purchasers).

Definitions. As used in this Agreement, the following terms shall have the following meanings: Additional Interest: See Section 4(a) hereof. Additional Interest Event: See Section 4(a) hereof. Advice: See the last paragraph of Section 5 hereof. Agreement: See the introductory paragraphs hereto. Applicable Period: See Section 2(b) hereof. Base Indenture: See the introductory paragraphs hereto. Board: See Section 3(a) hereof. Business Day: Shall have the meaning ascribed to such term in Rule 14d-1 under the Exchange Act. Company: See the introductory paragraphs hereto. Effectiveness Period: See Section 3(a) hereof. Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder. Exchange Notes: See Section 2(a) hereof. Exchange Notes Guarantees: See Section 2(a) hereof. Exchange Offer: See Section 2(a) hereof. Exchange Offer Registration Statement: See Section 2(a) hereof. Exchange Securities: See Section 2(a) hereof. Existing Securities: The Companys $600,000,000 7.875% Senior Secured Notes due 2022 (comprised of $500,000,000 7.875% Senior Secured Notes due 2022 issued on May 26, 2016 and $100,000,000 7.875% Senior Secured Notes due 2022 issued on August 17, 2016). FINRA: See Section 5(r) hereof. First Supplemental Indenture: See the introductory paragraphs hereto. Guarantees: See the introductory paragraphs hereto. Guarantors: See the introductory paragraphs hereto. Holder: Any holder of a Transfer Restricted Security or Transfer Restricted Securities, including, where applicable, each Participating Broker-Dealer. Indenture: See the introductory paragraphs hereto. Information: See Section 5(n) hereof. Initial Purchasers: See the introductory paragraphs hereto. Initial Shelf Registration: See Section 3(a) hereof. Inspectors: See Section 5(n) hereof. Issue Date: January 18, 2017. Notes: See the introductory paragraphs hereto. Participant: See Section 7(a) hereof. Participating Broker-Dealer: See Section 2(b) hereof. Person: An individual, trustee, corporation, partnership, limited liability company, joint stock company, trust, unincorporated association, union, business association, firm or other legal entity. Private Exchange: See Section 2(b) hereof. Private Exchange Notes: See Section 2(b) hereof. Prospectus: The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus. Purchase Agreement: See the introductory paragraphs hereof. Records: See Section 5(n) hereof. Registration Statement: Any registration statement of the Company that covers any of the Securities, the Exchange Securities or the Private Exchange Notes (and the related Guarantees) filed with the SEC under the Securities Act, including, in each case, the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement. Representative: See the introductory paragraphs hereto. Rule 144: Rule 144 under the Securities Act. Rule 144A: Rule 144A under the Securities Act. Rule 405: Rule 405 under the Securities Act. Rule 415: Rule 415 under the Securities Act. Rule 424: Rule 424 under the Securities Act. SEC: The U.S. Securities and Exchange Commission. Second Supplemental Indenture: See the introductory paragraphs hereto. Securities: See the introductory paragraphs hereto. Securities Act: The Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder. Shelf Notice: See Section 2(c) hereof. Shelf Registration: See Section 3(b) hereof. Shelf Registration Statement: Any Registration Statement relating to a Shelf Registration. Shelf Suspension Period: See Section 3(a) hereof. Subsequent Shelf Registration: See Section 3(b) hereof. TIA: The Trust Indenture Act of 1939, as amended. Transfer Restricted Securities: Each Security upon its original issuance and at all times subsequent thereto, each Exchange Security as to which Section 2(c)(iv) hereof is applicable upon original issuance and at all times subsequent thereto and each Private Exchange Note (and the related Guarantees) upon original issuance thereof and at all times subsequent thereto, until, in each case, the earliest to occur of (i) a Registration Statement (other than, with respect to any Exchange Securities as to which Section 2(c)(iv) hereof is applicable, the Exch

Definitions from Registration Rights Agreement

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

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