United States Uses in Defined Terms Clause

Defined Terms from Incremental Commitment Agreement

THIS AMENDED AND RESTATED CREDIT AGREEMENT, amended and restated as of March 11, 2014 and, amended by that certain First Amendment Agreement as of March 9, 2016 and amended by that certain Second Amendment Agreement as of May 31, 2017 (as amended, supplemented, restated or otherwise modified from time to time, this Agreement), is by and among, KAR Auction Services, Inc., a Delaware corporation (the Borrower), the several banks and other financial institutions or entities from time to time parties to this Agreement (the Lenders) and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the Administrative Agent).

Defined Terms. As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1. Addendum: an instrument, substantially in the form of Exhibit H or otherwise satisfactory to the Administrative Agent, by which a Person becomes a party to this Agreement as a Lender. Additional Lender: as defined in Section 4.17(b). Additional Term Lender: as defined in the Amendment and Restatement Agreement. Additional Term Loans: as defined in the Amendment and Restatement Agreement. Adjustment Date: as defined in the definition of Applicable Margin. Administrative Agent: as defined in the preamble to this Agreement. AFC - Canada: Automotive Finance Canada, an Ontario corporation. AFC - US: Automotive Finance Corporation, an Indiana corporation. Affiliate: as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, control of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise. Affiliated Lender Assignment and Assumption: an Affiliated Lender Assignment and Assumption, substantially in the form of Exhibit E-2. Affiliated Lenders: the Borrower, its Subsidiaries, and their respective Affiliates. Agents: the collective reference to the Administrative Agent and, solely for purposes of Section 10, the Issuing Lenders. Aggregate Exposure: with respect to any Lender at any time, an amount equal to (a) until the Restatement Effective Date, the aggregate amount of such Lenders Commitments at such time, (b) thereafter, the sum of (i) the aggregate then unpaid principal amount of such Lenders Term Loans and (ii) the amount of such Lenders Revolving Commitment then in effect or, if the Revolving Commitments have been terminated, the amount of such Lenders Revolving Extensions of Credit then outstanding. Aggregate Exposure Percentage: with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lenders Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time. Agreement: as defined in the preamble to this Agreement. Amended and Restated Guarantee and Collateral Agreement: as defined in the Amendment and Restatement Agreementthat certain Amended and Restated Guarantee and Collateral Agreement, dated as of March 11, 2014. Amended and Restated Guaranty Agreement: that certain Amended and Restated Guaranty Agreement, dated as of March 9, 2016, made by the Borrower in favor of the Administrative Agent for the Qualified Parties. Amendment and Restatement Agreement: that certain Amendment and Restatement Agreement, dated as of the Restatement Effective Date, among the Borrower, the Lenders party thereto and the Administrative Agent. Anti-Corruption Laws: all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Affiliated Persons from time to time concerning or relating to bribery or corruption. Applicable Margin: for any day (a) (i) with respect to Base Rate Term Loans hereunder, the applicable rate per annum set forth for Base Rate Term Loans in clause (b) or (c) of the definition of Pricing Grid as applicable and (ii) with respect to Eurodollar Rate Term Loans hereunder, the applicable rate per annum set forth for Eurodollar Rate Term Loans in clause (b) or (c) of the definition of Pricing Grid, as applicable and (b) (i) with respect to Base Rate Revolving Loans and Swingline Loans hereunder, the applicable rate per annum set forth under the heading Applicable Margin for Base Rate Revolving Loans and Swingline Loans on the applicable Pricing Grid which corresponds to the Consolidated Senior Secured Leverage Ratio as of the relevant date of determination and (ii) with respect to Eurodollar Rate Revolving Loans hereunder, the applicable rate per annum set forth under the heading Applicable Margin for Eurodollar Rate Revolving Loans on the applicable Pricing Grid which corresponds to the Consolidated Senior Secured Leverage Ratio as of the relevant date of determination. Each change in the Applicable Margin resulting from a change in the Consolidated Senior Secured Leverage Ratio shall be effective with respect to all Revolving Loans and Swingline Loans outstanding on and after the date of delivery to the Administrative Agent of the financial statements and certificates required by Sections 7.1(a) or (b) and Section 7.2(a), respectively, indicating such change until the date immediately preceding the next date of delivery of such financial statements and certificates indicating another such change. Notwithstanding the foregoing, until the Borrower shall have delivered the financial statements and certificates required by S

Defined Terms from Building Loan Agreement

THIS BUILDING LOAN AGREEMENT (as amended, modified or supplemented from time to time, Agreement), dated as of the 15th day of February, 2017, by and between (i) EAGLEBANK (the Lender), and (ii) COMSTOCK SIXTH STREET, LLC, a Virginia limited liability company (the Borrower), recites and provides:

Defined Terms. Each accounting term used in this Agreement, not otherwise defined, shall have the meaning given to it under GAAP applied on a consistent basis. The term person shall mean any individual partnership, corporation, trust, joint venture, unincorporated association, governmental subdivision or agency or any entity of any nature. The term subsidiary means, with respect to any person, a corporation or other person of which shares of stock or other ownership interest having ordinary voting power to elect a majority of the board of directors or other managers of such corporation or person are at the time owned, or the management of which it otherwise controlled, directly or indirectly, through one or more intermediaries, by such person. The term affiliate means, with respect to any specified person, any other person that, directly or indirectly, controls or is controlled by, or is under common control with, such specified person. All meanings assigned to defined terms in this Agreement shall be applicable to the singular and plural forms of the terms defined.

Defined Terms from Amendment

FIRST LIEN CREDIT AGREEMENT dated as of October 11, 2013 (this Agreement), among (a) CAESARS ENTERTAINMENT RESORT PROPERTIES, LLC, a Delaware limited liability company (CERP LLC), (b) CAESARS ENTERTAINMENT RESORT PROPERTIES FINANCE, INC., a Delaware corporation (CERP Finance) and (c) (i) HARRAHS LAS VEGAS, LLC, a Nevada limited liability company, (ii) HARRAHS ATLANTIC CITY HOLDING, INC., a New Jersey corporation, (iii) RIO PROPERTIES, LLC, a Nevada limited liability company, (iv) FLAMINGO LAS VEGAS HOLDING, LLC, a Nevada limited liability company, (v) HARRAHS LAUGHLIN, LLC, a Nevada limited liability company and (vi) PARIS LAS VEGAS HOLDING, LLC, a Nevada limited liability company ((i) through (vi) of this clause (c), collectively the CMBS Borrowers or each, a CMBS Borrower, together with CERP LLC and CERP Finance, the Borrowers), the LENDERS party hereto from time to time and CITICORP NORTH AMERICA, INC., as administrative agent and collateral agent for the Lenders.

Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below: ABR shall mean, for any day, a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate in effect for such day plus 1/2 of 1%, (b) the Prime Rate in effect on such day and (c) the Adjusted Eurocurrency Rate for a one-month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1.00%; provided, that for the avoidance of doubt, the Eurocurrency Rate for any day shall be based on the rate determined on such day at approximately 11:00 a.m. (London time) by reference to the British Bankers Association Interest Settlement Rates (or the successor thereto if the British Bankers Association is no longer making a Eurocurrency Rate available) for deposits in Dollars (as set forth by any service selected by the Administrative Agent that has been nominated by the British Bankers Association (or the successor thereto if the British Bankers Association is no longer making a Eurocurrency Rate available) as an authorized vendor for the purpose of displaying such rates). Any change in such rate due to a change in the Prime Rate, the Federal Funds Rate or the Adjusted Eurocurrency Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Rate or the Adjusted Eurocurrency Rate, as the case may be. ABR Borrowing shall mean a Borrowing comprised of ABR Loans. ABR Loan shall mean any ABR Term Loan, ABR Revolving Loan or Swingline Loan. ABR Revolving Facility Borrowing shall mean a Borrowing comprised of ABR Revolving Loans. ABR Revolving Loan shall mean any Revolving Facility Loan bearing interest at a rate determined by reference to the ABR in accordance with the provisions of Article II. ABR Term Loan shall mean any Term Loan bearing interest at a rate determined by reference to the ABR in accordance with the provisions of Article II. Acceptable Discount shall have the meaning assigned to such term in Section 2.11(g)(iii). Acceptance Date shall have the meaning assigned to such term in Section 2.11(g)(ii). Accepting Lender shall have the meaning assigned to such term in Section 2.11(e). Act of Terrorism shall mean an act of any person directed towards the overthrowing or influencing of any government de jure or de facto, or the inducement of fear in or the disruption of the economic system of any society, by force or by violence, including (i) the hijacking or destruction of any conveyance (including an aircraft, vessel, or vehicle), transportation infrastructure or building, (ii) the seizing or detaining, and threatening to kill, injure, or continue to detain, or the assassination of, another individual, (iii) the use of any (a) biological agent, chemical agent, or nuclear weapon or device, or (b) explosive or firearm, with intent to endanger, directly or indirectly, the safety of one or more individuals or to cause substantial damage to property and (iv) a credible threat, attempt, or conspiracy to do any of the foregoing. Additional Mortgage shall have the meaning assigned to such term in Section 5.10(c). Adjusted Eurocurrency Rate shall mean, with respect to any Eurocurrency Borrowing for any Interest Period, an interest rate per annum equal to the greater of (x) (a) the Eurocurrency Rate in effect for such Interest Period divided by (b) one minus the Statutory Reserves applicable to such Eurocurrency Borrowing, if any, and (y) in the case of Eurocurrency Borrowings composed of Eurocurrency Term Loans, 1.00% and (z) in the case of Eurocurrency Borrowings composed of Eurocurrency Revolving Loans, 0.00%. Adjustment Date shall have the meaning assigned to such term in the definition of Pricing Grid. Administrative Agent means Citicorp North America, Inc. in its capacity as administrative agent under any of the Loan Documents, together with its successors and assigns. Administrative Agent Fees shall have the meaning assigned to such term in Section 2.12(c). Administrative Agents Office means, with respect to any currency, the Administrative Agents address and, as appropriate, account as set forth on Schedule 9.01 with respect to such currency, or such other address or account with respect to such currency as the Administrative Agent may from time to time notify to the Borrowers and the Lenders. Administrative Questionnaire shall mean an Administrative Questionnaire in a form supplied by the Administrative Agent. Affiliate shall mean, when used with respect to a specified person, another person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the person specified. Affiliate Lender shall have the meaning assigned to such term in Section 9.23(a). Agent Parties shall have the meaning assigned to such term in Section 9.17. Agents shall mean the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents.

Defined Terms from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of May 9, 2017, is made by and among Surgery Partners, Inc., a Delaware corporation (Purchaser), SP Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary (as defined herein) of Purchaser (Merger Sub), NSH Holdco, Inc., a Delaware corporation (the Company), and IPC / NSH, L.P., a Delaware limited partnership, solely in its capacity as the Sellers Representative (as defined herein).

Defined Terms. The following terms shall have the following meanings in this Agreement: Accounting Policies means GAAP, applied on a consistent basis with the Latest Balance Sheet and using consistent estimation methodologies and judgments and with consistent classifications as used in the Latest Balance Sheet and related statement of income; provided, however, that to the extent there is a conflict between the accounting principles, methods and practices used in preparing the Latest Balance Sheet and related statement of income and GAAP, GAAP shall prevail. For the avoidance of doubt, calculations made in accordance with the Accounting Policies shall be based exclusively on the facts and circumstances as they exist as of the Adjustment Time and excluding (i) the effects of any event, act, change in circumstances or similar development arising or occurring thereafter (including on the Closing Date) and any action of the Company Group or any of its Affiliates after Closing, (ii) any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement or (iii) any adjustment made after the Closing to conform with the accounting principles, methods, practices, estimation methodologies and judgments used by Purchaser and its Subsidiaries. Adjusted Closing Date Merger Consideration means the Closing Date Merger Consideration, minus the Adjustment Escrow Amount, minus the Indemnity Escrow Amount, minus the Sequoia Matter Escrow Amount, minus the Sellers Representative Expense Amount. Adjustment Amount means the net amount (which may be positive or negative) of all increases or decreases to the Closing Date Merger Consideration pursuant to Section 2.12(c). Adjustment Amount Per Share means, if the Adjustment Amount is positive, an amount, not less than zero, equal to (a) the Adjustment Amount divided by (b) the Fully-Diluted Shares. For the avoidance of doubt, if the Adjustment Amount is negative, then the Adjustment Amount Per Share will equal zero. Adjustment Escrow Account means the escrow account established pursuant to the Escrow Agreement for purposes of holding the Adjustment Escrow Fund. Adjustment Escrow Amount means an amount equal to $2,000,000. Adjustment Escrow Fund means the Adjustment Escrow Amount deposited with the Escrow Agent, as such amount may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon. Adjustment Time means the close of business on the Business Day immediately prior to the Closing Date. Affiliate means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, another Person. For purposes of this definition, the terms control, controlling, controlled by and under common control with, as used with respect to any Person, mean the possession, directly or indirectly, of the power to direct the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. For the avoidance of doubt, for purposes of this Agreement, neither NSH Wyoming nor Casper shall be deemed to be an Affiliate of any member of the Company Group. Aggregate Option Exercise Amount means an amount equal to the aggregate exercise price of all In-the-Money Options outstanding immediately prior to the Effective Time. Amended Charter means the Second Amended and Restated Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on July 1, 2014, as may be further amended, supplemented or restated from time to time. Applicable Law means, with respect to any Person, any federal, state, local or foreign common or statutory law, code, ordinance, rule, regulation, order or other requirement or rule of law, including any Healthcare Law, that is binding upon such Person. Aspen means Aspen Surgery Center, LLC. Aspen Divestiture Amount shall mean (a) the product of (i) the percentage ownership of Aspen represented by the Equity Securities of Aspen required to be divested by the Company and its Subsidiaries, and (ii) $11,193,525, minus (b) any cash proceeds actually received by Purchaser and its Subsidiaries in respect of such divestiture (net of Taxes actually imposed with respect to such disposition in the taxable year of such disposition, computed on a with and without basis). Base Merger Consideration means (i) $760,000,000 and (ii) the Wyoming Stock received by the Securityholders pursuant to the Interim Restructuring. Business Day means any day other than (a) a Saturday, Sunday or federal holiday or (b) a day on which commercial banks in New York, New York are authorized or required to be closed. Cash and Cash Equivalents means, as of any date at any time, without duplication, the sum of (a) the aggregate amount of all cash and cash equivalents (including marketable securities, short-te

Defined Terms from Agreement

This POST-IPO STOCKHOLDERS AGREEMENT (as the same may be amended, modified or supplemented from time to time, this Agreement), dated as of April 14, 2017, is made and entered into by and between Safety, Income and Growth, Inc., a Maryland corporation (the Company), and SFTY Venture LLC, a Delaware limited liability company (GICRE); provided, however, that this Agreement shall not become effective until the Effective Date referenced in Section 6.16.

Defined Terms. The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement. Affiliate means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person. Board means the Board of Directors of the Company. Business Day means any day which is not a Saturday a Sunday or a day on which commercial banks in New York, New York or Singapore not open for business. Closing shall have the meaning given to such term in the Subscription Agreement. Company Securities means (i) Equity Securities, (ii) Convertible Company Securities, (iii) Voting Securities, (iv) any preferred equity or debt securities and instruments of the Company, the Operating Partnership or any of their subsidiaries, and (v) any options, warrants or rights to acquire any of the foregoing. Convertible Company Securities means any Company Securities (other than Equity Securities) that provide the holder a right to acquire Equity Securities of the Company or the Operating Partnership, including options, warrants and debt or preferred securities that are convertible into or exchangeable for any Equity Securities. Effective Date means the first date on which the Company has equity securities registered under Section 12 of the Exchange Act. Equity Securities means any common equity securities of the Company or the Operating Partnership, irrespective of voting interests, that entitle the holder thereof to receive common dividends and distributions as and when declared and paid by the Board and/or the Operating Partnership (including where subject to applicable vesting), including Company Common Stock, OP units and LTIP units. Exchange Act means the U.S. Securities Exchange Act of 1934, as amended from time to time (or any corresponding provision of succeeding law), and the rules and regulations thereunder. fully diluted or fully diluted economic interests means (irrespective of the meaning of such term(s) under United States generally accepted accounting principles) as determined inclusive of all outstanding Equity Securities. Group Owner means GIC (Realty) Private Limited. IPO means the Companys initial underwritten public offering of Company Common Stock. LTIP units means long term incentive units of partnership interest in the Operating Partnership. Minimum Ownership Amount means a number of shares of Company Common Stock equal to the lesser of (i) a number of shares equal to 5.0% of the Company Common Stock outstanding from time to time, excluding from the denominator (a) any Net New Common Stock issued in the current or prior calendar quarter for which corresponding Quarterly Top Up Shares remain subject to potential acquisition by GICRE pursuant to the Quarterly Top Up Right described in Section 2.2, and (b) any New Common Stock as to which the Top Up Right does not apply (including pursuant to Section 2.3(b)), and (ii) a number of shares of Company Common Stock equal to $50 million, divided by the lesser of (a) the average closing price of the Company Common Stock on the NYSE for the 10 consecutive trading days ended immediately prior to the date of determination, or (b) the price per share paid by the holder of such shares. New Common Stock means any Company Common Stock that the Company issues or sells at any time or from time to time following the Effective Date. NYSE means the New York Stock Exchange. OP units means common units of limited partnership interests in the Operating Partnership. Operating Partnership means Safety Income and Growth Operating Partnership, LP, a Delaware limited partnership. Ownership means, with respect to any security, the ownership of such security by any Beneficial Owner, as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that, in calculating the beneficial ownership of any particular person (as that term is used in Section 13(d)(3) of the Exchange Act), such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms Own, Owned and Owner shall have correlative meaning. Person means a natural person or any legal, commercial or governmental entity, such as, but not limited to, a corporation, general partnership, joint venture, limited partnership, limited liability company, limited liability partnership, trust, business association, group acting in concert, or other legal personal representative, regulatory body or agency, government or governmental agency, authority or entity however designated or constituted. Registration Rights Agreement means that certain Registration Rights Agreement, of even date herewith, by and between the Company and GICRE. SEC means the United States Securities and Exchange Commission (organization) values">United States Securities and Exchange Commission. Securitie

Defined Terms from Agreement

This POST-IPO STOCKHOLDERS AGREEMENT (as the same may be amended, modified or supplemented from time to time, this Agreement), dated as of April 14, 2017, is made and entered into by and between Safety, Income and Growth, Inc., a Maryland corporation (the Company), and SFTY VII-B, LLC, a Delaware limited liability company (LA); provided, however, that this Agreement shall not become effective until the Effective Date referenced in Section 6.16.

Defined Terms. The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement. Affiliate means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person. Board means the Board of Directors of the Company. Business Day means any day which is not a Saturday a Sunday or a day on which commercial banks in New York, New York or Singapore not open for business. Closing shall have the meaning given to such term in the Subscription Agreement. Company Securities means (i) Equity Securities, (ii) Convertible Company Securities, (iii) Voting Securities, (iv) any preferred equity or debt securities and instruments of the Company, the Operating Partnership or any of their subsidiaries, and (v) any options, warrants or rights to acquire any of the foregoing. Convertible Company Securities means any Company Securities (other than Equity Securities) that provide the holder a right to acquire Equity Securities of the Company or the Operating Partnership, including options, warrants and debt or preferred securities that are convertible into or exchangeable for any Equity Securities. Effective Date means the first date on which the Company has equity securities registered under Section 12 of the Exchange Act. Equity Securities means any common equity securities of the Company or the Operating Partnership, irrespective of voting interests, that entitle the holder thereof to receive common dividends and distributions as and when declared and paid by the Board and/or the Operating Partnership (including where subject to applicable vesting), including Company Common Stock, OP units and LTIP units. Exchange Act means the U.S. Securities Exchange Act of 1934, as amended from time to time (or any corresponding provision of succeeding law), and the rules and regulations thereunder. fully diluted or fully diluted economic interests means (irrespective of the meaning of such term(s) under United States generally accepted accounting principles) as determined inclusive of all outstanding Equity Securities. Group Owner means Lubert-Adler Real Estate VII-B, L.P. Initial Ownership Percentage means the percentage of the Company Common Stock outstanding Owned by the Stockholder Group on the Effective Date. IPO means the Companys initial underwritten public offering of Company Common Stock. LTIP units means long term incentive units of partnership interest in the Operating Partnership. Minimum Ownership Amount means a number of shares of Company Common Stock equal to the lesser of (i) a number of shares equal to 4.0% of the Company Common Stock outstanding from time to time, excluding from the denominator (a) any Net New Common Stock issued in the current or prior calendar quarter for which corresponding Quarterly Top Up Shares remain subject to potential acquisition by LA pursuant to the Quarterly Top Up Right described in Section 2.2, and (b) any New Common Stock as to which the Top Up Right does not apply (including pursuant to Section 2.3(b)), and (ii) a number of shares of Company Common Stock equal to $15 million, divided by the lesser of (a) the average closing price of the Company Common Stock on the NYSE for the 10 consecutive trading days ended immediately prior to the date of determination, or (b) the price per share paid by the holder of such shares. New Common Stock means any Company Common Stock that the Company issues or sells at any time or from time to time following the Effective Date. NYSE means the New York Stock Exchange. OP units means common units of limited partnership interests in the Operating Partnership. Operating Partnership means Safety Income and Growth Operating Partnership, LP, a Delaware limited partnership. Ownership means, with respect to any security, the ownership of such security by any Beneficial Owner, as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that, in calculating the beneficial ownership of any particular person (as that term is used in Section 13(d)(3) of the Exchange Act), such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms Own, Owned and Owner shall have correlative meaning. Person means a natural person or any legal, commercial or governmental entity, such as, but not limited to, a corporation, general partnership, joint venture, limited partnership, limited liability company, limited liability partnership, trust, business association, group acting in concert, or other legal personal representative, regulatory body or agency, government or governmental agency, authority or entity however designated or constituted. Registration Rights Agreement means that certain Registration Righ

Defined Terms from Guarantee Agreement

Pursuant to that certain Master Repurchase Agreement, dated as of August 20, 2015 (as amended, supplemented or otherwise modified from time to time, the Repurchase Agreement), between Buyer and TPG RE Finance 1, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (Seller), Seller has agreed to sell, from time to time, to Buyer certain Eligible Assets (as defined in the Repurchase Agreement, upon purchase by Buyer, each a Purchased Asset and, collectively, the Purchased Assets), upon the terms and subject to the conditions as set forth therein. Pursuant to the terms of that certain Custodial Agreement dated August 20, 2015 (the Custodial Agreement) by and among Buyer, Seller and U.S. Bank National Association (the Custodian), Custodian is required to take possession of the Purchased Assets, along with certain other documents specified in the Custodial Agreement, as Custodian of Buyer and any future purchaser, on several delivery dates, in a

Defined Terms. Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings given them in the Repurchase Agreement. Available Borrowing Capacity shall mean, with respect to any Person, on any date of determination, the total unrestricted, available borrowing capacity which may be drawn (not including required reserves, fees and discounts) upon by such Person or its Subsidiaries under any subscription credit facilities of such Person or its Subsidiaries which are in form and substance acceptable to the Buyer and are made available by counterparties acceptable to the Buyer. Capitalized Lease Obligations shall mean obligations under a lease that are required to be capitalized for financial reporting purposes in accordance with GAAP. The amount of a Capitalized Lease Obligation is the capitalized amount of such obligation as would be required to be reflected on the balance sheet prepared in accordance with GAAP of the applicable Person as of the applicable date. Cash shall mean money, currency or a credit balance in any demand or deposit account, other than an account evidenced by a negotiable certificate of deposit, and in each case denominated in United States dollars. Cash Equivalents shall mean, as of any date of determination:

Defined Terms from Omnibus Agreement

This OMNIBUS AGREEMENT is entered into as of the Effective Date by and among HESS CORPORATION, a Delaware corporation (Hess), on behalf of itself and the other Hess Entities (as defined herein), HESS INFRASTRUCTURE PARTNERS LP, a Delaware limited partnership (HIP LP), HESS INFRASTRUCTURE PARTNERS GP LLC, a Delaware limited liability company (HIP GP), HESS MIDSTREAM PARTNERS LP, a Delaware limited partnership (the Partnership), HESS TGP GP LLC, a Delaware limited liability company, HESS TGP OPERATIONS LP, a Delaware limited partnership (HTGP Opco), HESS NORTH DAKOTA EXPORT LOGISTICS GP LLC, a Delaware limited liability company, HESS NORTH DAKOTA EXPORT LOGISTICS OPERATIONS LP, a Delaware limited partnership (Logistics Opco), HESS NORTH DAKOTA PIPELINES OPERATIONS LP, a Delaware limited partnership (Gathering Opco), HESS NORTH DAKOTA PIPELINES GP LLC, a Delaware limited liability company (Gathering GP), HESS MIDSTREAM PARTNERS GP LP, a Delaware limited partnership and the general partner

Defined Terms. The following definitions shall for all purposes apply to the capitalized terms used in this Agreement: Affiliate has the meaning ascribed to that term in the Partnership Agreement. Agreement means this Omnibus Agreement, together with all Schedules attached hereto, as the same may be amended, supplemented or restated from time to time in accordance with the provisions hereof. Applicable Law means any applicable statute, law, regulation, ordinance, rule, determination, judgment, rule of law, order, decree, permit, approval, concession, grant, franchise, license, requirement, or any similar form of decision of, or any provision or condition of any permit, license or other operating authorization issued by any Governmental Authority having or asserting jurisdiction over the matter or matters in question, whether now or hereafter in effect. Assets means the Facilities, including all pipelines, compression equipment, storage tanks, terminal facilities, truck facilities, truck racks, rail facilities, rail racks, rail cars, offices and related equipment, real estate and other assets, or portions thereof, in each case, indirectly conveyed, contributed or otherwise transferred, or intended to be indirectly conveyed, contributed or otherwise transferred, to the Partnership or any other Public Company Group Member from HIP LP or any other Non-Public Company Group Member pursuant to the Contribution Agreement, together with the additional conveyance documents and instruments contemplated or referenced thereunder, or owned by, leased by or necessary for the operation of the business, properties or assets of any member of the Public Company Group prior to or as of the Effective Date. Business Day means any Day except for Saturday, Sunday or a legal holiday in Texas. Contribution Agreement means that certain Contribution, Conveyance and Assumption Agreement, dated as of the Effective Date, by and among HIP LP, HIP GP, the General Partner, the Partnership, HTGP Opco, Gathering Opco, Logistics Opco and the other parties thereto, together with the additional conveyance documents and instruments contemplated or referenced thereunder, as such may be amended, supplemented or restated from time to time. Control and its derivatives mean, with respect to any Person, the possession, directly or indirectly, of (a) the power to direct or cause the direction of the management and policies of a Person, whether by contract or otherwise, (b) without limiting any other subsection of this definition, if applicable to such Person (even if such Person is a corporation), where such Person is a corporation, the power to exercise or determine the voting of more than 50% of the voting rights in such corporation, (c) without limiting any other subsection of this definition, if applicable to such Person (even if such Person is a limited partnership), where such Person is a limited partnership, ownership of all of the equity of the sole general partner of such limited partnership, or (d) without limiting any other subsection of this definition, if applicable to such Person, in the case of a Person that is any other type of entity, the right to exercise or determine the voting of more than 50% of the Equity Interests in such Person having voting rights, whether by contract or otherwise. Covered Environmental Losses has the meaning ascribed to that term in Section 3.01(a). Covered Property Losses has the meaning ascribed to that term in Section 3.02. Day means the period of time commencing at 0000 hours on one calendar day and running until, but not including, 0000 hours on the next calendar day, according to local time in Houston, Texas. Effective Date means the date of the closing of the initial public offering of common units representing limited partner interests in the Partnership. Environmental Cap has the meaning ascribed to that term in Section 3.09(a). Environmental Deductible has the meaning ascribed to that term in Section 3.09(a). Environmental Laws means all federal, state, and local laws, statutes, rules, regulations, orders, judgments, ordinances, codes, injunctions, decrees, Environmental Permits and other legally enforceable requirements and rules of common law now or hereafter in effect, relating to (a) pollution or protection of human health, natural resources, wildlife and the environment including, without limitation, the federal Comprehensive Environmental Response, Compensation, and Liability Act, the Superfund Amendments Reauthorization Act, the Resource Conservation and Recovery Act, the Clean Air Act, the Federal Water Pollution Control Act, the Toxic Substances Control Act, the Oil Pollution Act, the Safe Drinking Water Act, the Hazardous Materials Transportation Act, and other environmental conservation and protection laws and the regulations promulgated pursuant thereto, and any state or local counterparts, each as amended from time to time, and (b) the generation, manufacture, processing, distribution, use, treatment, s

Defined Terms from Security Agreement

SECURITY AGREEMENT, dated April 4, 2017 (this "Agreement"), among each of the signatories hereto designated as a Grantor on the signature pages hereto (together with any other entity that may become a party hereto as a Grantor, as provided herein, each a "Grantor" and collectively, the "Grantors"), and ROYAL BANK OF CANADA, as Administrative Agent (in such capacity, together with any successor administrative agent, the "Administrative Agent") for the Secured Parties (as defined in the Credit Agreement referred to below).

Defined Terms. "UCC" shall mean the Uniform Commercial Code as in effect from time to time in the State of New York; provided that, if by reason of any mandatory provisions of law, the perfection, the effect of perfection or non-perfection or priority of the security interests granted to the Administrative Agent pursuant to this Agreement are governed by the Uniform Commercial Code as in effect in a jurisdiction of the United States other than New York, then "UCC" means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of such perfection, effect of perfection or non-perfection or priority. Terms defined in the Credit Agreement and not otherwise defined in this Agreement are used in this Agreement as defined in the Credit Agreement; provided that terms defined in Article 8 or 9 of the UCC are used in this Agreement as such terms are defined in such Article 8 or 9 (including Accounts, Certificated Security, Chattel Paper, Commercial Tort Claims, Commodity Account, Commodity Contract, Deposit Accounts, Documents, Equipment, Financial Assets, Fixtures, General Intangibles, Goods, Instruments, Inventory, Investment Property, Letter of Credit Rights, Securities Accounts, Securities Intermediary, Security, Security Entitlements and Supporting Obligations).

Defined Terms from Restated Limited Liability Company Agreement

This Third Amended and Restated Limited Liability Company Agreement (this Agreement) of Change Healthcare LLC (f/k/a PF2 NewCo LLC), a Delaware limited liability company (the Company), is made as of March 1, 2017, by and among (i) PF2 IP LLC, a Delaware limited liability company (MCK IPCo), (ii) PF2 PST Services Inc., a Delaware corporation (PST, and together with MCK IPCo, the MCK Members), (iii) HCIT Holdings, Inc., a Delaware corporation newly formed by the Echo Shareholders (as defined below) (Echo, and together with the MCK Members, the Initial Members), (iv) the Company, (v) each other Person who at any time becomes a Member in accordance with the terms of this Agreement and the Act and (vi) Change Healthcare Intermediate Holdings, LLC (f/k/a PF2 NewCo Intermediate Holdings, LLC), a Delaware limited liability company, Change Healthcare Holdings, LLC (f/k/a PF2 NewCo Holdings, LLC), a Delaware limited liability company, Change Healthcare, Inc., a Delaware corporation, Change Healt

Defined Terms. a) In this Agreement: Act means the Delaware Limited Liability Company Act, 6 Del. C. SS 18-101, et seq. Adjusted Capital Account means, with respect to any Member, such Members Capital Account balance (a) reduced for any items described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5), and (6), and (b) increased for any amount such Person is obligated to contribute or is treated as being obligated to contribute to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) (relating to Member liabilities to the Company) and the penultimate sentences of Treasury Regulation Sections 1.704-2(g)(l) and 1.704-2(i)(5) (relating to Minimum Gain or Member Nonrecourse Debt Minimum Gain), as of the end of the Companys Tax Year, after taking into account thereunder any changes during such year in Minimum Gain or Member Nonrecourse Debt Minimum Gain. Adjusted Capital Account Deficit means with respect to any Member as of the end of any Tax Year, the amount by which the balance in such Members Adjusted Capital Account is less than zero. Adjustment Event means, without duplication, (i) the filing by the Company of any amended U.S. federal income tax return, (ii) a determination as defined in Code Section 1313(a) and (iii) any other event (including the execution of IRS Form 870-AD) that finally and conclusively establishes the amount of any liability of any Member or former Member (or their respective current and former Affiliates) for U.S. federal income tax in respect of (x) any item of income, gain, loss or deduction of the Company (each, a Company Item) for any taxable period, or (y) any item of income, gain, loss or deduction of such Member attributable to the treatment as taxable of any issuance, repurchase, redemption or distribution by the Company to Echo described in Section 3.03(c) in connection with any Approved Plan or a redemption or repurchase of Echo Shares pursuant to the terms of the Echo Shareholders Agreement (each, an Echo Benefit Plan Item), excluding, for the avoidance of doubt, any event establishing the liability of the Company for an imputed underpayment under Section 6225 of the Partnership Tax Audit Rules for which an election under Section 6226 of the Partnership Tax Audit Rules is not made. Adjustment Pro Rata Tax Distribution Amount means, with respect to a specified Member for a Tax Year in respect of an Adjustment Event, the positive difference, if any, between (a) the product of (i) the Adjustment Tax Distribution Ratio Amount for such Adjustment Event for the Member whose Adjustment Tax Distribution Ratio Amount is the highest of any Member and (ii) such specified Members Membership Percentage, and (b) such specified Members Adjustment Tax Distribution Amount. Adjustment Tax Distribution Amount means, for any Adjustment Event and any Member, an amount equal to (i) the greater of (x) the sum of such Members Adjustment Tax Year Amounts (in respect of such Adjustment Event) for all Tax Years to which the Adjustment Event relates, or (y) zero, (ii) reduced, but not below zero, by such Members Cumulative Pro Rata Tax Distribution Amount. Adjustment Tax Distribution Ratio Amount means, with respect to a Member at any time of determination and for any Adjustment Event, (i) such Members Adjustment Tax Distribution Amount, divided by (ii) such Members Membership Percentage. Adjustment Tax Year Amount means, for any Adjustment Event, any Member and any Tax Year to which such Adjustment Event relates, an amount, which may be positive or negative, determined by multiplying (i) the Applicable Tax Rate (as determined for such Tax Year) by (ii) (A) the sum of (x) the net amount of Company Items allocable to such Member and (y) the net amount of Echo Benefit Plan Items recognized by such Member, for such Tax Year after giving effect to such Adjustment Event (including any correlative adjustments to Company Items), minus (B) the sum of (x) the net amount of Company Items allocable to such Member and (y) the net amount of Echo Benefit Plan Items recognized by such Member, for such Tax Year before giving effect to such Adjustment Event (but, for the avoidance of doubt, after giving effect to any prior Adjustment Event). Affiliate means, (a) with respect to any specified Person, any other Person that, at the time of determination, directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with such specified Person or (b) with respect to any natural Person holding Units or Echo Shares, any other Person who is (A) a Family Member of such Person holding Units or Echo Shares or (B) a trust or similar estate planning vehicle, a beneficiary of which is such Person, holding Units or Echo Shares, or a Family Member of such Person holding Units or Echo Shares; provided, that the term Affiliate (i) when used with respect to any Member or any of its Affiliates, shall not include the Company or any of its Subsidiaries and (ii) when used wit