twenty-five percent Uses in Defined Terms Clause

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 This Credit Agreement

This CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this Credit Agreement or this Agreement) is entered into as of December 17, 2014 by and among GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, GECC and in its capacity as agent for the Lenders, together with its successors, Administrative Agent), the financial institutions other than GECC who are or hereafter become parties to this Agreement (together with GECC, individually, a Lender, and collectively, the Lenders, as the context may require) AVIV FINANCING VI, L.L.C., a Delaware limited liability company (together with its successors, the Parent Borrower) and FINANCING VI HEALTHCARE PROPERTY, L.L.C., a Delaware limited liability company (the Property Borrower; the Property Borrower together with the Parent Borrower and each of the entities from time to time executing a Borrower Joinder Agreement pursuant to Section 6.12(a) hereof shall be hereina

Defined Terms. As used in this Credit Agreement, the following terms have the meanings set forth below: 2014 Credit Agreement shall mean that certain Credit Agreement dated as of May 14, 2014 by and among Aviv Healthcare Properties Limited Partnership, as the parent, Aviv Healthcare Capital Corporation, as Subsidiary Borrower, Aviv REIT, Inc., as the REIT guarantor, the other guarantors party thereto, the financial institutions from time to time party thereto, as the lenders, and Bank of America, N.A., as the administrative agent, as such Credit Agreement may be amended, restated, amended and restated, supplemented or otherwise modified from time to time. Acquisition means the purchase or acquisition by any Person of (a) more than 50% of the Capital Stock with ordinary voting power of another Person or (b) all or any substantial portion of the property (other than Capital Stock) of another Person, whether or not involving a merger or consolidation with such other Person. Administrative Agent means General Electric Capital Corporation in its capacity as administrative agent for the Lenders under any of the Credit Documents, or any successor administrative agent. Administrative Agents Office means the Administrative Agents address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify the Borrowers and the Lenders. Administrative Questionnaire means an Administrative Questionnaire in a form supplied by the Administrative Agent. Advance means amounts advanced by the Lenders (or any of them, as applicable) to or for the benefit of the Borrowers pursuant to Article 2 hereof on the Closing Date. Affiliate means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. Agent-Related Persons means the Administrative Agent, together with its Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates. Aggregate Commitment means the Commitments of all the Lenders. Agreement has the meaning provided in the introductory paragraph hereof. Allocable Amount has the meaning provided in Section 2.10(i). Allocated Loan Value shall be for each Real Property Asset owned or leased by the Borrowers on the Closing Date, the amount set forth for such Real Property Asset on Schedule 9.12, as such Schedule is subsequently updated pursuant to the terms hereof through the delivery of each Compliance Certificate hereunder or as otherwise may be amended from time to time as provided in this Agreement. Applicable Percentage means 3.50%. Approved Fund means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. Assignee Group means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor. Assignment and Assumption means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit A or any other form approved by the Administrative Agent and, if such assignment and assumption requires their consent, the Borrowers. Assignment of Leases means an assignment of leases, rents and profits to the Administrative Agent with respect to the applicable Borrowers interests in a Real Property Asset (which assignment may be contained within the related Mortgage Instrument); provided that each such Assignment of Leases shall, subject to the terms and conditions of the applicable underlying lease, directly assign to the Administrative Agent the applicable Borrowers interest in the following: (a) all existing and future leases, subleases, tenancies, licenses, occupancy agreements or agreements to lease all or any portion of such Real Property Asset (including, without limitation, any applicable Facility Operating Lease), whether written or oral or for a definite period or month-to-month, together with any extensions, renewals, amendments, modifications or replacements thereof, and any options, rights of first refusal, pledges, security agreements and guarantees of any tenants obligations under any lease or sublease now or hereafter in effect with respect to the Real Property Asset (individually, for the purposes of this definition, a Lease and collectively, the Leases); and (b) all rents (including, without limitation, base rents, minimum rents, additional rents, percentage rents, parking, maintenance and deficiency rents and payments which are characterized under the terms of the applicable Lease as payments of interest and/or principal with respect to the applicable Real Property Asset), security deposits (to the extent assignable,

Defined Terms from Stockholders Agreement

This STOCKHOLDERS AGREEMENT (this Agreement) is dated as of April 24, 2014, by and among (i) Zimmer Holdings, Inc., a Delaware corporation (the Company), (ii) LVB Acquisition Holding, LLC, a Delaware limited liability company (the Principal Stockholder), and each of the other Persons whose name appears on the signature pages hereto and any Person who becomes a party pursuant to Section 2.1(b)(i) or Section 2.1(b)(ii) hereof. For the avoidance of doubt, this Agreement shall not be binding upon, or otherwise affect the rights of, the Bank Members.

Defined Terms. The following capitalized terms, as used in this Agreement, shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Merger Agreement. Adverse Disclosure means public disclosure of material non-public information which, in the Boards 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 Commission by the Company so that such registration statement does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) would not be required to be made at such time but for the filing of such registration statement and (iii) the Company has a bona fide business purpose for not disclosing publicly. Affiliate means, with respect to any Person, an affiliate as defined in Rule 405 promulgated under the Securities Act and with respect to each Principal Stockholder Investor, an affiliate of such Principal Stockholder Investor as defined in Rule 405 promulgated under the Securities Act and any investment fund, vehicle or holding company of which such Principal Stockholder Investor or an Affiliate of such Principal Stockholder Investor serves as the general partner, managing member or discretionary manager or advisor; provided, however, that notwithstanding the foregoing, an Affiliate of a Principal Stockholder Investor shall not include any portfolio company or other investment of any such Person or of such Principal Stockholder Investor or any investment fund, vehicle or holding company, or any limited partners of such Principal Stockholder Investor. Agreement has the meaning set forth in the first paragraph of this Agreement. Applicable Law means, with respect to any Person, any foreign, federal, state or local statute, law (including common law), ordinance, rule, regulation, regulatory guideline having the force of law, order, writ, injunction, judgment or decree applicable to such Person, its assets, properties, operations or business. Bank Members means Banc of America Capital Investors V, L.P., Bear Growth Capital Partners, LP and WCP Fund II, L.P. Beneficial Owner or Beneficially Own has the meaning assigned to such term in Rule 13d-3 promulgated under the Exchange Act, and a Persons beneficial ownership of securities shall be calculated in accordance with the provisions of such Rule (in each case, irrespective of whether or not such Rule is actually applicable in such circumstance). Blackstone Entities means Blackstone Capital Partners V L.P., Blackstone Capital Partners V-AC L.P., BCP V-S L.P., Blackstone Family Investment Partnership V L.P., Blackstone Family Investment Partnership V-SMD L.P., Blackstone Participation Partnership V L.P. and BCP V Co-Investors L.P. Board has the meaning set forth in Section 1.1. Business Day means a day on which banks are generally open for normal business in New York, New York, which day is not a Saturday or a Sunday. Closing shall have the meaning set forth in the Merger Agreement. Closing Date shall have the meaning set forth in the Merger Agreement. Commission means the Securities and Exchange Commission or any other federal agency administering the Securities Act. Company has the meaning set forth in the first paragraph of this Agreement. Company Common Stock has the meaning set forth in the Recitals of this Agreement. Confidential Information means all information (irrespective of the form of communication, and irrespective of whether obtained prior to or after the date hereof) obtained by or on behalf of a Principal Stockholder Investor or its Representatives from the Company or its Representatives, in connection with the Beneficial Ownership of Shares or through the rights granted pursuant to this Agreement, other than information which (a) was or becomes generally available to the public other than as a result of a breach of this Agreement by such Principal Stockholder Investor or its Representatives, (b) was or becomes available to such Principal Stockholder Investor or its Representatives on a non-confidential basis from a source other than the Company or its Representatives, or any other Principal Stockholder Investor or its Representatives, as the case may be; provided, that the source thereof is not known by such Principal Stockholder Investor or its Representatives to be bound by an obligation of confidentiality, or (c) is independently developed by such Principal Stockholder Investor or its Representatives without the use of or reference to any such information that would otherwise be Confidential Information hereunder. Subject to clauses (a) through (c) above, Confidential Information also includes all non-public information previously provided by the Company or its Representatives under the provisions of any confidentialit

Defined Terms from Stockholders Agreement

This STOCKHOLDERS AGREEMENT (this Agreement) is dated as of April 24, 2014, by and among (i) Zimmer Holdings, Inc., a Delaware corporation (the Company), (ii) LVB Acquisition Holding, LLC, a Delaware limited liability company (the Principal Stockholder), and each of the other Persons whose name appears on the signature pages hereto and any Person who becomes a party pursuant to Section 2.1(b)(i) or Section 2.1(b)(ii) hereof. For the avoidance of doubt, this Agreement shall not be binding upon, or otherwise affect the rights of, the Bank Members.

Defined Terms. The following capitalized terms, as used in this Agreement, shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Merger Agreement. Adverse Disclosure means public disclosure of material non-public information which, in the Boards 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 Commission by the Company so that such registration statement does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) would not be required to be made at such time but for the filing of such registration statement and (iii) the Company has a bona fide business purpose for not disclosing publicly. Affiliate means, with respect to any Person, an affiliate as defined in Rule 405 promulgated under the Securities Act and with respect to each Principal Stockholder Investor, an affiliate of such Principal Stockholder Investor as defined in Rule 405 promulgated under the Securities Act and any investment fund, vehicle or holding company of which such Principal Stockholder Investor or an Affiliate of such Principal Stockholder Investor serves as the general partner, managing member or discretionary manager or advisor; provided, however, that notwithstanding the foregoing, an Affiliate of a Principal Stockholder Investor shall not include any portfolio company or other investment of any such Person or of such Principal Stockholder Investor or any investment fund, vehicle or holding company, or any limited partners of such Principal Stockholder Investor. Agreement has the meaning set forth in the first paragraph of this Agreement. Applicable Law means, with respect to any Person, any foreign, federal, state or local statute, law (including common law), ordinance, rule, regulation, regulatory guideline having the force of law, order, writ, injunction, judgment or decree applicable to such Person, its assets, properties, operations or business. Bank Members means Banc of America Capital Investors V, L.P., Bear Growth Capital Partners, LP and WCP Fund II, L.P. Beneficial Owner or Beneficially Own has the meaning assigned to such term in Rule 13d-3 promulgated under the Exchange Act, and a Persons beneficial ownership of securities shall be calculated in accordance with the provisions of such Rule (in each case, irrespective of whether or not such Rule is actually applicable in such circumstance). Blackstone Entities means Blackstone Capital Partners V L.P., Blackstone Capital Partners V-AC L.P., BCP V-S L.P., Blackstone Family Investment Partnership V L.P., Blackstone Family Investment Partnership V-SMD L.P., Blackstone Participation Partnership V L.P. and BCP V Co-Investors L.P. Board has the meaning set forth in Section 1.1. Business Day means a day on which banks are generally open for normal business in New York, New York, which day is not a Saturday or a Sunday. Closing shall have the meaning set forth in the Merger Agreement. Closing Date shall have the meaning set forth in the Merger Agreement. Commission means the Securities and Exchange Commission or any other federal agency administering the Securities Act. Company has the meaning set forth in the first paragraph of this Agreement. Company Common Stock has the meaning set forth in the Recitals of this Agreement. Confidential Information means all information (irrespective of the form of communication, and irrespective of whether obtained prior to or after the date hereof) obtained by or on behalf of a Principal Stockholder Investor or its Representatives from the Company or its Representatives, in connection with the Beneficial Ownership of Shares or through the rights granted pursuant to this Agreement, other than information which (a) was or becomes generally available to the public other than as a result of a breach of this Agreement by such Principal Stockholder Investor or its Representatives, (b) was or becomes available to such Principal Stockholder Investor or its Representatives on a non-confidential basis from a source other than the Company or its Representatives, or any other Principal Stockholder Investor or its Representatives, as the case may be; provided, that the source thereof is not known by such Principal Stockholder Investor or its Representatives to be bound by an obligation of confidentiality, or (c) is independently developed by such Principal Stockholder Investor or its Representatives without the use of or reference to any such information that would otherwise be Confidential Information hereunder. Subject to clauses (a) through (c) above, Confidential Information also includes all non-public information previously provided by the Company or its Representatives under the provisions of any confidentialit

Defined Terms from Loan Agreement

THIS TERM AND SECURITY DEPOSIT LOAN AGREEMENT (this Agreement) is made and entered into as of the 27 day of March, 2013 by and between HYCROFT RESOURCES & DEVELOPMENT, INC., a Nevada corporation located at 9790 Gateway Drive, Suite 200, Reno, Nevada 89521 (Borrower) and CATERPILLAR FINANCIAL SERVICES CORPORATION, a Delaware corporation located at 2120 West End Avenue, Nashville, Tennessee 37203-0001 (Lender).

Defined Terms. When used herein, the following terms shall have the following meanings and include the plural as well as the singular: Action is defined in Section 8.12. Advances means advances of money made or to be made to Borrower or on Borrowers behalf on a multiple advance basis subject to the terms and conditions of this Agreement; each, an Advance. Advance Limit means, with respect to any Advance, the maximum Dollar amount funded for such Advance, as set forth in the approved Advance Schedule for the Equipment and the Purchase Agreement. Advance Funding Date means, with respect to any Advance, the date of funding. Advance Schedule means the list of the Advances required under the Purchase Agreement together with the detailed disbursement schedule of the estimated amount and time of disbursements of each Advance, including a breakdown of the payments due in connection with each Advance and itemization of the Advance Limits, as may be agreed upon from time to time by Borrower and Lender. Agreement means this Term and Security Deposit Loan Agreement comprised of Parts A - H, each as amended, supplemented and modified from time to time in accordance with the terms hereof, together with all exhibits and schedules attached or to be attached to this Agreement from time to time. Applicable Law means all laws, rules and regulations applicable to the Person, conduct, transaction, representation, warranty, covenant, instrument, document or agreement in question, including all applicable common law and equitable principles, state, and federal constitutions, statutes, rules, regulations, and orders of governmental bodies and all judicial orders, judgments and decrees. Applicable Security Deposit Credit Spread periodically during the term of the Security Deposit Loan, Lender shall calculate the Three Year Credit Spread that will be used to determine the Applicable Security Deposit Margin for any Advance (such Three Year Credit Spread being the Applicable Security Deposit Spread). Lender shall calculate the Applicable Security Deposit Credit Spread by obtaining indicative pricing from one or more financial institutions or from such other source of indicative pricing as Lender shall reasonably determine, in accordance with Section 2.11 hereof. Applicable Security Deposit Margin means (i) as of August 30, 2012, an interest rate of four and 55/100ths percent (4.55%) (the Initial Applicable Security Deposit Margin); and (ii) on each date calculated for any Advance, an interest rate equal to the Initial Applicable Security Deposit margin, increased or decreased, by the amount of the Security Deposit Credit Spread Adjustment. Applicable Term Margin means three hundred fifty (350) basis points. Assignment of Purchase Agreement means the assignment of the Purchase Agreement from Caterpillar Global Mining, LLC to Cashman Equipment Co. Attorneys Fees means any and all reasonable attorneys fees incurred by Lender (whether by Lenders use of in-house counsel or otherwise) related to, arising out of, or in any way connected with any defense of any Action or Lenders enforcement of its rights and interest with respect to the Project, this Agreement, any of the other Transaction Documents or any other instrument, document, or agreement executed in connection with or contemplated by any of the foregoing (which shall include reasonable attorneys fees incurred by Lender to collect sums due, during any work-out, with respect to settlement negotiations, to enforce any of its rights, or to defend Lender and which, in any bankruptcy proceeding, shall include any attorneys fees incurred in connection with any motion for relief from the automatic stay and any motion to assume or reject any Agreement, it being the intention of the parties that any and all attorneys fees incurred by Lender in connection with any bankruptcy proceeding shall constitute actual pecuniary losses under SS365 of the Bankruptcy Code and that Borrower shall be responsible for indemnifying Lender with respect to such fees). Base Rate means the 7yr H15 Swap Rate, which was 1.29% as of September 6, 2012. Borrower has the meaning ascribed thereto in the preamble of this Agreement. Borrowing Costs means, as of the date of calculation, the interest rate Lender estimates it paid to borrow funds used to fund financing transactions. For purposes of clarification, Borrowing Costs may represent a blended rate of interest representing the interest rates payable under a variety of funding options. Business Day means any day other than a Saturday, Sunday, or other day on which the Lender is not open for the normal conduct of business. Collateral means and includes individually, collectively, interchangeably and without limitation all property and assets, whether now existing or hereafter acquired or arising, granted as collateral security for the Obligations (including the collateral described in the Pledge Agreement and the collateral pledged under any Loan Documents), whether granted pursuant t

Defined Terms from Credit Agreement

This CREDIT AGREEMENT is entered into as of June 22, 2012 among NACCO MATERIALS HANDLING GROUP, INC., a Delaware corporation (the Borrower), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent.

Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: Acceptance Date is defined in Section 2.03(d)(ii). Acceptable Price is defined in Section 2.03(d)(iii). Accommodation Obligation means any Contractual Obligation, contingent or otherwise, of one Person with respect to any Indebtedness, obligation or liability of another, if the primary purpose or intent thereof by the Person incurring the Accommodation Obligation is to provide assurance to the obligee of such Indebtedness, obligation or liability of another that such Indebtedness, obligation or liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders thereof will be protected (in whole or in part) against loss in respect thereof including, without limitation, direct and indirect guarantees, endorsements (except for collection or deposit in the ordinary course of business), notes co-made or discounted, recourse agreements, take-or-pay agreements, keep-well agreements, agreements to purchase or repurchase such Indebtedness, obligation or liability or any security therefor or to provide funds for the payment or discharge thereof, agreements to maintain solvency, assets, level of income, or other financial condition, and agreements to make payment other than for value received. The amount of any Accommodation Obligation shall be equal to the lesser of (a) the principal amount payable under such Accommodation Obligation (if quantifiable) and (b) the portion of the obligation so guaranteed or otherwise supported. Accounting Changes means, with respect to any Person, changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successor thereto or any agency with similar functions). Accounting Firm means Ernst & Young LLP or such other firm of independent certified public accountants of recognized national standing acceptable to the Administrative Agent. Acquisition is defined in Section 9.04(f). Additional Assets means: (a) any property, plant or equipment or other tangible assets used in or useful in the operation of a Related Business, including materials and labor used to rebuild or restore Property damaged or lost due to an event of casualty, or to replace Property taken pursuant to a condemnation proceeding, (b) the Capital Stock of a Person that becomes a Credit Party Entity as a result of the acquisition of such Capital Stock by any Credit Party Entity, or (c) Capital Stock constituting a minority interest in any Person that at such time is a Credit Party Entity; provided, however, that any such Credit Party Entity described in clause (b) or (c) above is primarily engaged in a Related Business. Adjusted EBITDA means, for any period, the sum, without duplication, of (a) Consolidated EBITDA and (b) so long as Borrower is a wholly owned direct or indirect Subsidiary of the Parent, equity advances and capital contributions to NMHG Holding or Borrower made during such period or within thirty days following the end of such period and specifically designated for allocation to such period and not in the period in which made, provided, that no greater than $32,500,000 of such equity advances and capital contributions may be included in the determination of Adjusted EBITDA during any four-quarter period. Administrative Agent means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent. Administrative Agents Office means the Administrative Agents address and, as appropriate, account as set forth on Schedule 13.02 or such other address or account as the Administrative Agent may from time to time notify to Borrower and the Lenders. Administrative Questionnaire means an Administrative Questionnaire in substantially the form of Exhibit G or any other form approved by the Administrative Agent. Affiliate means, as applied to any specified Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with, such specified Person and includes each officer or director or general partner of such Person. For the purposes of this definition, control (including, with correlative meanings, the terms controlling, controlled by and under common control with) as applied to any specified Person means the possession, directly or indirectly, of the power to vote five percent (5.0%) or more of the Voting Stock or otherwise to direct or cause the direction of, the management and policies of such Person, whether through the ownership of Voting Stock, by contract or otherwise. Affiliated has a correlative meaning to Affiliate. Agreement means this Credit Agreement. Anti-Money Laundering Laws means the BSA and all applicable Requirements of Law and government guidance on BSA compliance and on the prevention and detecti

Defined Terms from Management Shareholders Agreement

THIS MANAGEMENT SHAREHOLDERS AGREEMENT, dated as of September 16, 2008, is entered into among 6922767 Holding (Cayman) Inc., a limited liability exempted company incorporated under the laws of the Cayman Islands (the Company), and the other Persons listed on each signature page hereto. Each of the Persons listed on the signature pages hereto (other man the Company) and any Person who becomes a party hereto are sometimes referred to individually as a Shareholder and together as the Shareholders.

Defined Terms. In addition to the terms defined elsewhere herein, the following terms have the following meanings when used herein with initial capital letters: Act means the Companies Law (2007 Revision) of the Cayman Islands and any successor statute, as amended from time to time. Adjustable C Shares means the adjustable C shares of a nominal or par value of US$0.01 each in the capital of the Company together with each security, if any, into which such adjustable C shares may hereafter be converted or for which such adjustable C shares may hereafter be exchanged. Affiliate means with respect to any Person, any Person directly or indirectly controlling, controlled by, or under common Control with, such Person and with respect to the Company shall include CHC and any joint venture in which the Company holds directly or indirectly a twenty-five percent (25%) or greater ownership interest. Agreement means this agreement, as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof. Arrangement has the meaning given that term in the Recitals to this Agreement. Articles means the Articles of Association of the Company, as amended or substituted from time to time. Assignment Agreement means a writing substantially in the form of Exhibit A hereto whereby a Transferee becomes a party to, and agrees to be bound by, the terms of this Agreement with respect to the Shares so Transferred. Assumption Agreement means a writing substantially in the form of Exhibit B hereto whereby a Person who has been issued Shares by the Company becomes a party to, and agrees to be bound by. the terms of this Agreement with respect to the Shares so issued. Bidco has the meaning given that term in the Recitals to this Agreement. Board means the board of directors of the Company. Business Day means a day other than a Saturday, Sunday, federal, state or provincial holiday or other day on which commercial banks in New York City or Vancouver are authorized or required by law to close. CHC means CHC Helicopter LLC, a limited liability corporation existing under the laws of Delaware, or any entity which is a successor to all or a majority of the assets, business or operations of CHC. Code means the Internal Revenue Code of 1986, as amended. Company has the meaning given that term in the Preamble to this Agreement. Committee shall mean the Board or any person or persons designated by the Board to administer the Plan. Competitor means any Person managing, carrying on or engaging in a business of supplying any global, national or local helicopter services including flight operations and repair, maintenance and overhaul services. Confidential Information has the meaning given that term in Section 10.1(1). Control means, with respect to any Person, the possession, directly or indirectly, severally or jointly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or credit arrangement, as trustee or executor, or otherwise and the term controlling and controller shall have the same corresponding meaning. Date of Termination means, as applicable, the date on which (i) a Shareholders consulting agreement with the Company or an Affiliate of the Company, or (ii) a Shareholders employment or service to or with the Company or an Affiliate of the Company is Terminated for the purposes of the Plan and in the case of a Shareholder who does not return to active employment or service (as provided in Section 2(vv) of the Plan) immediately following a period of absence due to vacation, temporary illness or authorized leave of absence, the last day of such period of absence. Disability means a physical or mental disability such that the Shareholder is substantially unable to perform those duties that the Shareholder would otherwise be expected to perform and the non-performance of such duties has continued for any one hundred and twenty (120) consecutive days or one hundred and eighty (180) non-consecutive days in any twelve (12) consecutive months. Exit Event means (i) an initial Public Offering or any subsequent Public Offering of equity interests in CHC, or (ii) any merger, consolidation, sale of interests, sale of assets or other similar transaction in respect of the Company (or an Affiliate thereof) outside the ordinary course of business where the Company receives proceeds in cash or in kind. Fair Value means the fair value of a Share, in the context of the sale of the Company as a whole, determined by the Committee based on the most recent independent third party valuation of the Company (that shall take place at least annually), such valuation to be undertaken in a manner consistent with the assumption that the Company is a public company, assuming no minority discount and a cash price between a willing buyer and willing seller both with knowledge of the relevant facts and under no compulsion to buy or sell. Family Trust means a t

Defined Terms

This ASSET PURCHASE AGREEMENT (this "Agreement") is entered into as of August 3, 2011 (the "Closing Date"), by and among AUC SCHOOL OF MEDICINE B.V., a private limited company organized and existing under the laws of St. Maarten (the "St. Maarten Buyer"), DEVRY MEDICAL INTERNATIONAL, INC., a New York corporation (the "U.S. Buyer," and collectively with the St. Maarten Buyer, the "Buyers," and each individually, a "Buyer"), THE AMERICAN UNIVERSITY OF THE CARIBBEAN SCHOOL OF MEDICINE, a Cayman Islands exempted company ("AUCSOM"), AMERICAN UNIVERSITY OF THE CARIBBEAN, N.V., a limited liability company (naamloze vennootschap) organized and existing under the laws of St. Maarten ("AUCNV") and MEDICAL EDUCATION SERVICES, INC., a Florida corporation ("MEAS," and collectively with AUCSOM and AUCNV, the "Sellers", and each individually, a "Seller"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in Section 9.1 of this Agreement. Each Buyer and

Defined Terms. As used herein, the following terms shall have the following meanings: "AAA" has the meaning set forth in Section 10.9(a). "ACCM" means the Accreditation Commission on Colleges of Medicine. "Accrediting Body" means any Person, whether governmental, private or quasi-private, whether foreign or domestic, which engages in the granting or withholding of accreditation of post-secondary institutions in accordance with standards and requirements relating to the performance, operations, financial condition, and/or academic standards of such institutions, including the ACCM. "Additional Section 5.12 Individuals" means Paul Suid, Cynthia Holden, Ricardo del Rio, Kamala Ricknauth and Diana Liu. "Adverse Terms and Conditions" means terms or conditions that would adversely affect the Institution, the Purchased Assets or the Business other than such terms or conditions as are customary in transactions such as the acquisition of the Institution; provided, however, that requirements that (a) the Buyers post a letter of credit in an amount up to, but not to exceed, twenty-five percent (25%) of the Title IV funds received by the Institution in the last complete fiscal year, and/or (b) restricts the Institution from adding new locations, new programs or modifying existing programs for longer than the period of time necessary for the Institution to submit to, and have accepted by, the U.S. DOE audits for one (1) full fiscal year under the Buyers' ownership shall not be considered Adverse Terms and Conditions. A full fiscal year is one that begins on or after the date the Temporary Provisional Program Participation Agreement was counter-signed by the U.S. DOE with no lapse in Title IV, HEA eligibility. "Affiliate" of any particular Person means any other Person controlling, controlled by or under common control with such particular Person. For the purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise. "Agreement" has the meaning set forth in the Preamble. "Assumed Liabilities" has the meaning set forth in Section 1.1(c). "AUC Cayman" means American University of the Caribbean, a Cayman Islands corporation. "AUC Cayman Transferred Owned Real Property" means that certain real property described on Section 4.10(c) of the Disclosure Schedule that is owned by AUC Cayman prior to the Closing.

Defined Terms

This ASSET PURCHASE AGREEMENT (this "Agreement") is entered into as of August 3, 2011 (the "Closing Date"), by and among AUC SCHOOL OF MEDICINE B.V., a private limited company organized and existing under the laws of St. Maarten (the "St. Maarten Buyer"), DEVRY MEDICAL INTERNATIONAL, INC., a New York corporation (the "U.S. Buyer," and collectively with the St. Maarten Buyer, the "Buyers," and each individually, a "Buyer"), THE AMERICAN UNIVERSITY OF THE CARIBBEAN SCHOOL OF MEDICINE, a Cayman Islands exempted company ("AUCSOM"), AMERICAN UNIVERSITY OF THE CARIBBEAN, N.V., a limited liability company (naamloze vennootschap) organized and existing under the laws of St. Maarten ("AUCNV") and MEDICAL EDUCATION SERVICES, INC., a Florida corporation ("MEAS," and collectively with AUCSOM and AUCNV, the "Sellers", and each individually, a "Seller"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in Section 9.1 of this Agreement. Each Buyer and

Defined Terms. As used herein, the following terms shall have the following meanings: "AAA" has the meaning set forth in Section 10.9(a). "ACCM" means the Accreditation Commission on Colleges of Medicine. "Accrediting Body" means any Person, whether governmental, private or quasi-private, whether foreign or domestic, which engages in the granting or withholding of accreditation of post-secondary institutions in accordance with standards and requirements relating to the performance, operations, financial condition, and/or academic standards of such institutions, including the ACCM. "Additional Section 5.12 Individuals" means Paul Suid, Cynthia Holden, Ricardo del Rio, Kamala Ricknauth and Diana Liu. "Adverse Terms and Conditions" means terms or conditions that would adversely affect the Institution, the Purchased Assets or the Business other than such terms or conditions as are customary in transactions such as the acquisition of the Institution; provided, however, that requirements that (a) the Buyers post a letter of credit in an amount up to, but not to exceed, twenty-five percent (25%) of the Title IV funds received by the Institution in the last complete fiscal year, and/or (b) restricts the Institution from adding new locations, new programs or modifying existing programs for longer than the period of time necessary for the Institution to submit to, and have accepted by, the U.S. DOE audits for one (1) full fiscal year under the Buyers' ownership shall not be considered Adverse Terms and Conditions. A full fiscal year is one that begins on or after the date the Temporary Provisional Program Participation Agreement was counter-signed by the U.S. DOE with no lapse in Title IV, HEA eligibility. "Affiliate" of any particular Person means any other Person controlling, controlled by or under common control with such particular Person. For the purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise. "Agreement" has the meaning set forth in the Preamble. "Assumed Liabilities" has the meaning set forth in Section 1.1(c). "AUC Cayman" means American University of the Caribbean, a Cayman Islands corporation. "AUC Cayman Transferred Owned Real Property" means that certain real property described on Section 4.10(c) of the Disclosure Schedule that is owned by AUC Cayman prior to the Closing.

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