00/100 Dollars Uses in Definitions Clause

Definitions from Amended and Restated Security Agreement

THIS SECOND AMENDED AND RESTATED SECURITY AGREEMENT (this Agreement), dated as of October 7, 2016 is from Duluth Holdings Inc., a Wisconsin corporation (the Company), in favor of BMO Harris Bank N.A., formerly known as Harris N.A. (the Secured Party).

Definitions. All terms defined in Articles 1 through 9 of the applicable Uniform Commercial Code, as it may be amended from time, shall have the meanings specified therein unless otherwise defined herein or unless the context otherwise requires. As used herein, the following terms have the following meanings: Accounts has the meaning provided in the applicable Uniform Commercial Code. Collateral means all of Companys right, title and interest in and to the following, whether now owned and existing or hereafter created or acquired, wherever located, together with all additions and accessions and all proceeds and products thereof: Accounts; Instruments; supporting obligations, including all guaranties and letter of credit rights; all of the Companys life insurance policies and their cash surrender values; Investment Property; deposit accounts; chattel paper; General Intangibles; computer and other data processing hardware, software programs, whether owned, licensed or leased, and all documentation for such hardware and software; leases, rents, issues and profits; Equipment; Inventory; any insurance coverage relating to the foregoing, including casualty insurance coverage and credit insurance coverage, and all books and records of the Company pertaining to any of the foregoing, including books and records stored or maintained on any type of computer and/or data processing system or equipment (including but not limited to all related discs, tapes, printouts and media). Collateral shall include all licenses and permits of the Company. 13140251.2 Environmental Laws shall mean all federal, state and local laws including statutes, regulations, ordinances, codes, rules and other governmental restrictions and requirements relating to the discharge of air pollutants, water pollutants or process waste water or otherwise relating to the environment or hazardous substances including, but not limited to, the Federal Solid Waste Disposal Act, the Federal Clean Air Act, the Federal Clean Water Act, the Federal Resource Conservation and Recovery Act of 1976, the Federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980, regulations of the Environmental Protection Agency, regulations of the Nuclear Regulatory Agency, and regulations of any state department of natural resources or state environmental protection agency now or at any time hereafter in effect. Equipment means all machinery, equipment, motor vehicles, furniture and fixtures owned by Company and, to the extent legally assignable, all leases and agreements for use of machinery, equipment and fixtures leased by Company, and all modifications, alterations, repairs, substitutions and replacements thereof or thereto. Event of Default means the occurrence of any of the following: (a) an Event of Default under the Loan Agreement or any other agreement between Company and Secured Party, (b) any representation made by Company in this Agreement is false in any material respect on the date as of which made or as of which the same is to be effective or (c) Company fails to timely comply with any of its obligations under this Agreement. General Intangibles means any personal property owned by Company (other than Accounts, Instruments, chattel paper, Equipment or Inventory) including, but not limited to, general intangibles, causes of action, contract rights, rights to insurance claims and proceeds, tax refunds, claims for tax refunds, rights of indemnification, contribution and subrogation, payment intangibles, goodwill, patents, know-how, trademarks, copyrights, trade names, patent, trademark, trade name and copyright registrations and applications, trade secrets, customer lists, licenses and franchises, and license agreements related to any of the foregoing (and income derived therefrom). Instrument means a negotiable instrument owned by Company, a certificated security owned by Company or any other writing owned by Company which evidences a right to the payment of money, other than chattel paper. Inventory means all of Companys inventory, including all goods held for sale, lease or demonstration or to be furnished under contracts of service, all goods leased to others, trade-ins and repossessions, raw materials, work in process and materials or supplies used or consumed in Companys business. Investment Property means all of Companys investment property, including but not limited to all stock and other interest of Company in its subsidiaries, if any. 13140251.2 Lien means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind. Loan Agreement means the Second Amended and Restated Loan Agreement by and between the Company and Secured Party dated as of the date hereof, as it may be amended, restated or otherwise modified from time to time. Revolving Note means the Fifth Amended and Restated Revolving Note dated the date hereof by Borrower in favor of Lender in the maximum principal amount of Sixty Million and 00/100 Dollars ($60,000,000),

Definitions from Lease

THIS LEASE (this Lease) is made as of September 9, 2016, by and between PA Meadows, LLC, a Delaware limited liability company (together with its wholly owned subsidiaries, WTA II, Inc. and CCR Pennsylvania Racing, Inc., and its and their successors and permitted assigns, Lessor), and PNK Development 33, LLC, a Delaware limited liability company (together with its successors and permitted assigns, Lessee).

Definitions. When used in this Lease, the following capitalized terms shall have the meanings indicated: AAA: The American Arbitration Association. Additional Appraiser: the Qualified Appraiser appointed pursuant to Section 10.7.3. Additional Charges: all Impositions and all other amounts, liabilities and obligations which Lessee assumes or agrees to pay under this Lease and, in the event of any failure on the part of Lessee to pay any of those items, except where such failure is due to the acts or omissions of Lessor, every fine, penalty, interest and cost which may be added for non-payment or late payment of such items. Additional Rent: as defined in Section 4.2. Adjusted Revenue: for any applicable Test Period, Net Revenue (i) minus expenses (determined in accordance with GAAP with respect to Lessee and attributable to the Premises) other than Specified Expenses and (ii) plus Specified Proceeds, if any; provided, however, that for purposes of calculating Adjusted Revenue, (A) Net Revenue shall not include Gaming Revenues, Retail Sales or Promotional Allowances of any sublessees under subleases of this Lease for or with respect to Existing Sublet Space, (B) Net Revenue shall include sublease rent received by Lessee from Space Lessees of Existing Sublet Space, and (C) Net Revenue shall include Gaming Revenues, Retail Sales and Promotional Allowances of any sublessees under subleases of this Lease for or with respect to any portion of the Premises other than Existing Sublet Space. For the purposes of this Lease, Adjusted Revenue for each full fiscal quarter commenced prior to the Commencement Date shall be deemed to be $11,349,012. Adjusted Revenue to Rent Ratio: for any Test Period, the ratio for the applicable period of Adjusted Revenue to Rent. Affiliate: shall mean, as to any Person, any other Person that, directly or indirectly, is in control of, controlled by, or under common control with, such Person. For purposes of this definition, control, controlling and controlled by shall mean the possession, directly or indirectly, 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 otherwise. Alterations: as defined in Section 6.1.1. Applicable Standards: the standards generally and customarily applicable from time to time during the Term to similar gaming and hotel facilities in similar markets that have reasonably similar tax rates, competition, population, demographics, annual capital expenditures and of an age comparable to the age and quality of the Improvements existing at the time this standard is being applied. Applicable Value: as defined in Section 10.7. Appointing Authority: as defined in Section 17.4.2. Base Rent: as defined in Exhibit C. Base Year Net Revenue: Two Hundred Eighty-Six Million One Hundred Nineteen Thousand Five Hundred and Eighty-Five and 00/100 Dollars ($286,119,585.00). Business Day: as defined in Section 1.4. CapEx Improvements: as defined in Section 11.1.3. CapEx Requirement: as defined in Section 11.1.3. Capital Improvements: any improvements or alterations or modifications other than ordinary maintenance or repair of the Improvements, including capital improvements and structural alterations, modifications or improvements, or one or more additional structures annexed to any portion of any of the Improvements, or the expansion of existing improvements, which are constructed on any parcel or portion of the Land, during the Term, including construction of a new wing or new story, all of which shall constitute a portion of the Improvements and the Premises hereunder. Cash: Cash and cash equivalents and all instruments evidencing the same or any right thereto and all proceeds thereof. Casino: means The Meadows Racetrack & Casino, located at Washington, Pennsylvania. Casualty Event: any loss of title or any loss of or damage to or destruction of, or any condemnation or other taking (including by any governmental authority) of, any portion of the Premises for which Lessee receives cash insurance proceeds or proceeds of a condemnation award or other similar compensation (excluding proceeds of business interruption insurance). Casualty Event shall include, but not be limited to, any taking of all or any part of the Premises, in or by condemnation or other eminent domain proceedings pursuant to any Legal Requirements, or by reason of the temporary requisition of the use or occupancy of all or any part of the Premises by any Governmental Authority. Change in Control: (i) any Person or group (within the meaning of Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended from time to time, and any successor statute), (a) shall have acquired direct or indirect beneficial ownership or control of fifty percent (50%) or more on a fully diluted basis of the direct or indirect voting power in the Equity Interests of Lessees Parent entitled to vote in an election of directors of Lesse

Definitions from Amended and Restated Loan Agreement

This Fourth Amendment to Amended and Restated. Loan Agreement (this Amendment) dated May 21, 2014, is by and among BMO Harris Bank N.A., formerly known as Harris N.A. (Lender), Duluth Holdings Inc., a Wisconsin corporation (Holdings), and Duluth Trading Company, LLC, a Wisconsin limited liability company (Trading, and collectively with Holdings, the Borrowers).

Definitions. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Loan Agreement. As used in the Loan Agreement as amended hereby, the following terms shall have the following meanings: Commodity Exchange Act means the Commodity Exchange Act (7 U.S.C. SS 1 et seq.), as amended from time to time, and any successor statute. Excluded Swap Obligation means, as to each Borrower, any Swap Obligation if, and to the extent that, all or a portion of the guarantee of such Borrower of, or the grant by such Borrower of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) (a) by virtue of such Borrowers failure for any reason to constitute an eligible contract participant as defined in the Commodity Exchange Act and the regulations thereunder at the time the guarantee of such Borrower or the grant of such security interest becomes or would become effective with respect to such Swap Obligation or (b) in the case of a Swap Obligation subject to a clearing requirement pursuant to Section 2(h) of the Commodity Exchange Act (or any successor provision thereto), because such Borrower is a financial entity, as defined in Section 2(h)(7)(C)(i) of the Commodity Exchange Act (or any successor provision thereto), at the time the guarantee of such Borrower becomes or would become effective with respect to such related Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest is or becomes illegal. Maximum Advance Amount shall mean (i) Thirty Million and 00/100 Dollars ($30,000,000.00) for the time period between April 1 and December 31 of each year and (ii) Ten Million and 00/100 Dollars ($10,000,000.00) for all other periods. Revolving Note means the Borrowers Third Amended and Restated Revolving Note dated the date hereof in favor of Lender in the maximum principal amount of Thirty Million and 00/100 Dollars ($30,000,000.00), as it may be amended, modified, supplemented or replaced from time to time. Schlecht BMO Loan means the loan evidenced by Term Note A. Swap Obligation means, with respect to each Borrower, any obligation to pay or perform under any agreement, contract or transaction that constitutes a swap within the meaning of section 1a(47) of the Commodity Exchange Act. Termination Date means the earlier of (a) (i) for the Revolving Note, May 31, 2015, (ii) for Term Note A, March 5, 2017, and (iii) for Term Note B, May 21, 2019, or (b) the date on which the Lender terminates the Borrowers rights hereunder. Term Loan B shall mean the advance under Section 3.4(b) of the Loan Agreement as amended hereby. Term Note A means the Promissory Note dated March 5, 2012 in the original principal amount of $3,750,000.00 and executed by Schlecht Enterprises LLC in favor of Lender, which Promissory Note is being assumed by Borrowers on the date hereof. Term Note B means the Term Note B dated the date hereof and executed by Borrowers in favor of Lender in the original principal amount of $632,000.00.

Definitions from Amended and Restated Loan Agreement

This Seventh Amendment to Amended and Restated Loan Agreement (this Amendment) dated July 27, 2015, is by and among BMO Harris Bank N.A., formerly known as Harris N.A. (Lender), Duluth Holdings Inc., a Wisconsin corporation (Holdings), and Duluth Trading Company, LLC, a Wisconsin limited liability company (Trading, and collectively with Holdings, the Borrowers).

Definitions. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Loan Agreement. As used in the Loan Agreement as amended hereby, the following terms shall have the following meanings: Applicable Margin means 1.25% per annum. Available Revolving Commitment means (a) the Maximum Advance Amount, minus (b) the sum of the outstanding principal balance of the Revolving Note, the face amount of Letters of Credit and unreimbursed disbursements under Letters of Credit. Maximum Advance Amount means Forty Million and 00/100 Dollars ($40,000,000). Net Worth Minimum means (i) prior to January 29, 2017, $27,500,000, (ii) on or after January 29, 2017 and prior to January 28, 2018, $40,000,000, and (iii) on January 28, 2018 and thereafter, $50,000,000. Revolving Note means the Borrowers Fourth Amended and Restated Revolving Note dated the date hereof in favor of Lender in the maximum principal amount of Forty Million and 00/100 Dollars ($40,000,000.00), as it may be amended, modified, supplemented or replaced from time to time. Termination Date means the earlier of (a) (i) for the Revolving Note, July 31, 2018, (ii) for Term Note A, March 5, 2017, and (iii) for Term Note B, May 21, 2019, or (b) the date on which the Lender terminates the Borrowers rights hereunder.

Definitions from Amended and Restated Loan Agreement

This Seventh Amendment to Amended and Restated Loan Agreement (this Amendment) dated July 27, 2015, is by and among BMO Harris Bank N.A., formerly known as Harris N.A. (Lender), Duluth Holdings Inc., a Wisconsin corporation (Holdings), and Duluth Trading Company, LLC, a Wisconsin limited liability company (Trading, and collectively with Holdings, the Borrowers).

Definitions. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Loan Agreement. As used in the Loan Agreement as amended hereby, the following terms shall have the following meanings: Applicable Margin means 1.25% per annum. Available Revolving Commitment means (a) the Maximum Advance Amount, minus (b) the sum of the outstanding principal balance of the Revolving Note, the face amount of Letters of Credit and unreimbursed disbursements under Letters of Credit. Maximum Advance Amount means Forty Million and 00/100 Dollars ($40,000,000). Net Worth Minimum means (i) prior to January 29, 2017, $27,500,000, (ii) on or after January 29, 2017 and prior to January 28, 2018, $40,000,000, and (iii) on January 28, 2018 and thereafter, $50,000,000. Revolving Note means the Borrowers Fourth Amended and Restated Revolving Note dated the date hereof in favor of Lender in the maximum principal amount of Forty Million and 00/100 Dollars ($40,000,000.00), as it may be amended, modified, supplemented or replaced from time to time. Termination Date means the earlier of (a) (i) for the Revolving Note, July 31, 2018, (ii) for Term Note A, March 5, 2017, and (iii) for Term Note B, May 21, 2019, or (b) the date on which the Lender terminates the Borrowers rights hereunder.

Definitions from Amended and Restated Loan Agreement

This Fourth Amendment to Amended and Restated. Loan Agreement (this Amendment) dated May 21, 2014, is by and among BMO Harris Bank N.A., formerly known as Harris N.A. (Lender), Duluth Holdings Inc., a Wisconsin corporation (Holdings), and Duluth Trading Company, LLC, a Wisconsin limited liability company (Trading, and collectively with Holdings, the Borrowers).

Definitions. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Loan Agreement. As used in the Loan Agreement as amended hereby, the following terms shall have the following meanings: Commodity Exchange Act means the Commodity Exchange Act (7 U.S.C. SS 1 et seq.), as amended from time to time, and any successor statute. Excluded Swap Obligation means, as to each Borrower, any Swap Obligation if, and to the extent that, all or a portion of the guarantee of such Borrower of, or the grant by such Borrower of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) (a) by virtue of such Borrowers failure for any reason to constitute an eligible contract participant as defined in the Commodity Exchange Act and the regulations thereunder at the time the guarantee of such Borrower or the grant of such security interest becomes or would become effective with respect to such Swap Obligation or (b) in the case of a Swap Obligation subject to a clearing requirement pursuant to Section 2(h) of the Commodity Exchange Act (or any successor provision thereto), because such Borrower is a financial entity, as defined in Section 2(h)(7)(C)(i) of the Commodity Exchange Act (or any successor provision thereto), at the time the guarantee of such Borrower becomes or would become effective with respect to such related Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest is or becomes illegal. Maximum Advance Amount shall mean (i) Thirty Million and 00/100 Dollars ($30,000,000.00) for the time period between April 1 and December 31 of each year and (ii) Ten Million and 00/100 Dollars ($10,000,000.00) for all other periods. Revolving Note means the Borrowers Third Amended and Restated Revolving Note dated the date hereof in favor of Lender in the maximum principal amount of Thirty Million and 00/100 Dollars ($30,000,000.00), as it may be amended, modified, supplemented or replaced from time to time. Schlecht BMO Loan means the loan evidenced by Term Note A. Swap Obligation means, with respect to each Borrower, any obligation to pay or perform under any agreement, contract or transaction that constitutes a swap within the meaning of section 1a(47) of the Commodity Exchange Act. Termination Date means the earlier of (a) (i) for the Revolving Note, May 31, 2015, (ii) for Term Note A, March 5, 2017, and (iii) for Term Note B, May 21, 2019, or (b) the date on which the Lender terminates the Borrowers rights hereunder. Term Loan B shall mean the advance under Section 3.4(b) of the Loan Agreement as amended hereby. Term Note A means the Promissory Note dated March 5, 2012 in the original principal amount of $3,750,000.00 and executed by Schlecht Enterprises LLC in favor of Lender, which Promissory Note is being assumed by Borrowers on the date hereof. Term Note B means the Term Note B dated the date hereof and executed by Borrowers in favor of Lender in the original principal amount of $632,000.00.

DEFINITIONS from Loan and Security Agreement

DEFINITIONS. 1.1 Defined Terms. As used in this Agreement, the following terms have the following respective meanings:"Affiliate" of any Person means (a) any Person which, directly or indirectly, is in control of, is controlled by, or is under common control with such Person, or (b) any Person who is a director, managing member, general partner or officer (i) of such Person, (ii) of any Subsidiary of such Person or (iii) of any Person described in clause (a) above. For purposes of this definition, control of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person."Agreement" has the meaning set forth in the first paragraph above."Anti-Terrorism Laws" means any Applicable Laws relating to terrorism or money laundering, including Executive Order No. 13224, the USA PATRIOT Act, the Applicable Laws comprising or implementing the Bank Secrecy Act, and the Applicable Laws administered by the United States Treasury Department's Office of Foreign Assets Control (as any of the foregoing Applicable Laws may from time to time be amended, renewed, extended, or replaced)."Applicable Law" means all laws, rules and regulations applicable to the Person, conduct, transaction, covenant, Loan Document or contract in question, including all applicable common law and equitable principles; all provisions of all applicable state, federal and foreign constitutions, statutes, rules, regulations and orders of any Governmental Body, and all orders, judgments and decrees of all courts and arbitrators."Average Assets" means, with respect to the Bank Subsidiary, the quarterly average for the Bank Subsidiary's total assets, except that this quarterly average should reflect all debt securities (not held for trading) at amortized cost, available-for-sale equity securities with readily determinable fair values at the lower of cost or fair value, and equity securities without readily determinable fair values at historical cost. "Bank" is defined in the introductory paragraph hereof."Bank Subsidiary" means First Community Financial Bank, an Illinois state chartered bank."Banking Day" means a day, other than a Saturday, Sunday or a legal holiday on which national banks are authorized or required to be closed for the conduct of commercial banking business in Chicago, Illinois."Bankruptcy Code" means the United States Bankruptcy Code, 11 U.S.C. Section 101 et. seq., as in effect from time to time, and any successor statute."Blocked Person" has the meaning set forth in Subsection 11.1(hh). "Borrower" is defined in the introductory paragraph hereof."Borrower Financial Statements" has the meaning set forth in Section 11.1(h)."Call Reports and Filings" has the meaning set forth in Section 11.1(h)."Capital Expenditures" means, with respect to Borrower, all expenditures (including Capital Lease Obligations) which, in accordance with GAAP, would be required to be capitalized and shown on the balance sheet of Borrower, but excluding expenditures made in connection with the replacement, substitution or restoration of assets to the extent financed (i) from insurance proceeds (or other similar recoveries) paid on account of the loss of or damage to the assets being replaced or restored or (ii) with awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced."Capital Lease" means, with respect to Borrower, a lease of any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, by Borrower as lessee, that is, or should be, in accordance with Financial Accounting Standards Board Statement No. 13, as amended from time to time, or, if such statement is not then in effect, such statement of GAAP as may be applicable, recorded as a "capital lease" on the financial statements of Borrower prepared in accordance with GAAP."Capital Lease Obligations" means, with respect to Borrower, all rental obligations of Borrower as lessee under a Capital Lease which are or will be required to be capitalized on the books of Borrower."Charges" means all national, federal, state, county, city, municipal, and/or other governmental (including, without limitation, the Pension Benefit Guaranty Corporation) taxes, levies, assessments, charges, Liens, claims or encumbrances upon and/or relating to (i) the Collateral or any portion thereof, (ii) the Obligations or any portion thereof, (iii) Borrower's or any Subsidiary's employees, payroll, income and/or gross receipts, (iv) Borrower's or any Subsidiary's ownership and/or use of any of its assets, or (v) any other aspect of Borrower's or any Subsidiary's business."Closing Date" means the date on which all of the conditions precedent in Section 6 are met to the Bank's satisfaction or waived by the Bank in writing and the initial advance under any Loan is made hereunder."Code" means the Internal Revenue Code of 1986 as amended from time to time."Collateral" has the meaning set forth in Secti

Definitions from Asset Contribution Agreement

THIS ASSET CONTRIBUTION AGREEMENT (this "Agreement") is made this 15th day of January, 2015 by and between, Red Lion Hotels Corporation, a Washington corporation (referred to herein sometimes as "Red Lion" and, the limited liability companies identified on Schedule 1.01 (collectively, the "Contributing Entities" and individually or collectively with Red Lion, the "Contributor") and RL Venture Holding, LLC, a Delaware limited liability company (the "Company").

Definitions. As used herein, the following terms shall have the respectivemeanings indicated below:Accountants: As defined in Section 8.05(a).Affiliate: With respect to a specific entity, any natural person or any firm, corporation, partnership, association, trust or other entity which, directly or indirectly, controls, or is under common control with, the subject entity, and with respect to any specific entity or person, any firm, corporation, partnership, association, trust or other entity which is controlled by the subject entity or person. For purposes hereof, the term "control" shall mean the possession, directly orindirectly, of the power to direct or cause the direction of the management and policies of any entity or the power to veto major policy decision of any such entity, whether through the ownership of voting securities, by contract, or otherwise.Agreed Value: As defined in Section 3.01.Agreement: This Asset Contribution Agreement to contribute the Property, including the Exhibits and Schedules thereto.Assignment and Assumption Agreements: The Assignment and Assumption Agreements in the form attached hereto as Exhibit E, to be entered into at Closing.Assumed Liabilities: As defined in Section 3.03(a).Bills of Transfer: As defined in Section 7.01(b).Bookings: Contracts or agreements for the use or occupancy of guest rooms, for meeting and/or banquet facilities or catering services, or any other facilities, of the Hotels.Breaching Party: As defined in Section 4.01.Closing: As defined in Section 6.01.Closing Date: As defined in Section 6.01.Closing Statement: As defined in Section 8.05(a).Company: As defined in the preamble.Company's Conditions: As defined in Section 9.02Compensation: The direct salaries, wages and benefits paid to, or accrued for the benefit of, any Employee, incentive compensation, vacation pay and other paid leave, severance pay, employer's contributions under F.I.C.A., unemployment compensation, workmen's compensation, or other employment taxes, and payments under Employee Benefit Plans.Consumables: All food and beverages (alcoholic, to the extent transferable under applicable law, and non-alcoholic); engineering, maintenance and housekeeping supplies, including soap, cleaning materials and matches; stationery and printing, china, glassware, linens, silverware, uniforms, and other inventory and supplies of all kinds, in each case whether opened or unopened, partially used, unused, or held in reserve storage for future use in connection with the maintenance and operation of the Hotels, which are on hand on the date hereof, subject to such depletion and restocking as shall occur and be made in the normal course of business but in accordance with present standards for the full operation of the Hotels and at each Hotel's customary levels of inventories consistent with past practices, excluding, however, (i) all items of personal property owned by Space Lessees, guests, employees, or persons (other than Contributor or any Affiliate of Contributor, unless denominated as an Excluded Asset hereunder) furnishing food or services to the Hotel; and (ii) Software Programs.Contributing Entities: The entities identified on Schedule 1.01, each of which holds fee simple title to a portion of the Real Property and Hotels identified, each as identified on Schedule 1.01 and each of which is an Affiliate of Red Lion.Contribution Funding: The sum of Forty-Eight Million Seven Hundred Eighty-Seven Thousand Three Hundred and Fifty-Two and 00/100 Dollars ($48,787,352.00) which the Company is to pay or distribute to or on behalf of Red Lion pursuant to Section 3.02.Customarily Operated (or Customary Operations): The actual full operations of the Hotels at the Hotels' customary levels, consistent with past practices of Contributor.Cut-off Time: 12:01 A.M. on the Closing Date for all proration and adjustment items.Deeds: As defined in Section 7.01(a).Deed of Trust: Any deed of trust, mortgage, security instrument or other agreement constituting a lien any of on the Property.Disclosure Schedule: A set of the Schedules (as defined below), which set shall be delivered by Contributor to Company simultaneously with the execution of this Agreement.Documents: All plans, specifications, drawings, blueprints, surveys, environmental reports, soil studies, engineering reports, books and records, and other documents which Contributor or any Affiliate of Contributor has in its possession or control, or has a right to, as the same relate to the Property, including, but not limited to those relating to any prior or ongoing construction or rehabilitation of the Real Property.Effective Date: Shall mean the day and year first above written in the preamble.Employee(s): All persons employed by Contributor and/or an Affiliate of Contributor who are performing duties at or on behalf of the Hotels.Employee Benefit Plans: All employee benefit plans, as that term is defined in Section 3(2)(A) of ERISA, and each other employee benefit plan or

Definitions from Loan Agreement

THIS LOAN AGREEMENT, made as of February 20, 2015, by and among American General Life Insurance Company, a Texas corporation ("AGLIC"), The Variable Annuity Life Insurance Company, a Texas corporation ("VALIC"), The United States Life Insurance Company in the City of New York, a New York corporation ("USL"), American Home Assurance Company, a New York corporation ("AHAC"), and Commerce and Industry Insurance Company, a New York corporation ("CIIC" and together with AGLIC, VALIC, USL and AHAC and their respective successors and assigns individually or collectively, as the context may require, "Lender"), each with an address at c/o AIG Investments, 777 S. Figueroa Street, 16th Floor, Los Angeles, California 90017-5800 and the parties set forth on Schedule A attached hereto (each individually, as "Borrower" and collectively, as "Borrowers"), each with an address at c/o GTJ REIT INC., 60 Hempstead Avenue, Suite 718, West Hempstead, New York, 11552.

Definitions. For all purposes of this Agreement: (1) the capitalized terms defined in this Section 1.1 have the meanings assigned to them in this Section 1.1 and include the plural as well as the singular; (2) unless otherwise expressly defined in this Agreement, all accounting terms have the meanings assigned to them in accordance with GAAP (hereinafter defined), consistently applied; (3) the words "herein", "hereof", and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, or other subdivision; (4) the words "Dollars" or "dollars" and the symbols "$" shall mean and refer to the currency of the United States of America; (5) the words "include", "included," "including", "includes" and words of similar import shall be deemed to be followed by the words "without limitation"; (6) any requirement that a Person perform any covenant, obligation, promise, representation, warranty or other understanding shall be deemed to include, without limitation, a requirement that such Person pay any amounts if necessary or required to perform such covenant, obligation, promise, representation, warranty or other understanding; (7) in each instance in which a provision of this Agreement refers to an "agreement" of any Borrower, any Guarantor or any Affiliate of any Borrower or any Guarantor, such references shall mean any applicable covenant, obligation, promise, representation, warranty or other understanding; and (8) the following terms have the following meanings: "Access Agreement" means, any reciprocal easement agreement, unilateral easement agreement, access agreement, right of way agreement, environmental remediation agreement, environmental land use restriction or similar agreement benefiting or burdening the Land or the Improvements. "Account Collateral" has the meaning set forth in Section 2.12.1. "Accounts" means, collectively, whether now owned or hereafter acquired, (i) all "accounts" as defined in the UCC relating to each Property and/or the Loan; and (ii) all "Accounts" as defined in the Loan Documents. "Additional Financing Offer" has the meaning set forth in Section 9.2. "Affiliate" means, with respect to a specified Person, (i) a Person that, directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with, the specified Person, (ii) any Person who is an officer, director, partner, manager, employee, member, or trustee of, or serves in a similar capacity with respect to, the specified Person or of which the specified Person is an officer, director, partner, manager, employee, member or trustee, or with respect to which the specified Person serves in a similar capacity, (iii) any Person that, directly or indirectly, has an ownership interest in the specified Person, (iv) any Person in which the specified Person has an ownership interest, (v) the spouse, issue, sibling or parent of the specified Person, (vi) any Guarantor, if the specified Person is any Borrower or any Borrower Owner Person, (vii) any Borrower, if the specified Person is a Guarantor, any other Borrower or any Borrower Owner Person, (viii) each Borrower Owner Person, if the specified Person is any Borrower, Guarantor or any other Borrower Owner Person, and (ix) any Person that would constitute an Affiliate of any such Person described in subdivisions (i) through (vii) above. "Affiliate Guaranty (Portfolio Borrowers)" means, that certain Affiliate Guaranty Agreement (Portfolio Borrowers), dated as of the Closing Date by and among each of the Borrowers and the Cross-Collateralized Borrowers pursuant to which each Borrower and Cross-Collateralized Borrower guaranties the debt of each of the other Borrowers and Cross-Collateralized Borrowers, which debt is evidenced by this Agreement, the other Loan Documents and the Cross-Collateralized Loan Documents, as applicable. "Agreement" means, this Loan Agreement, together with the Schedules and Exhibits hereto, as the same may from time to time hereafter be modified, supplemented or amended. "Allocated Loan Amount" means, with respect to each Property, the amount set forth opposite the reference to such Property in Schedule 1.1(1) attached hereto under the caption "Allocated Loan Amount", and as such Allocated Loan Amount may be adjusted pursuant to the terms of this Agreement. "Anti-Money Laundering Laws" has the meaning set forth in the definition of the term "Prohibited Person". "Appraisal" means, an appraisal performed by a Member of Appraisal Institute appraiser and obtained by Lender at the sole cost and expense of Borrowers, that is prepared by an appraiser selected and engaged by Lender, certified in the state where each Property is located and otherwise satisfactory in form and substance to Lender. "Approved Lease" has the meaning set forth in Section 5.1.18(E). "Assignments of Leases and Rents" means, each Assignment of Leases and Rents dated as of the Closing Date, by the applicable Bo

Definitions from Loan Agreement

THIS LOAN AGREEMENT, made as of February 20, 2015, by and among American General Life Insurance Company, a Texas corporation ("AGLIC"), The Variable Annuity Life Insurance Company, a Texas corporation ("VALIC"), The United States Life Insurance Company in the City of New York, a New York corporation ("USL"), American Home Assurance Company, a New York corporation ("AHAC"), and Commerce and Industry Insurance Company, a New York corporation ("CIIC" and together with AGLIC, VALIC, USL and AHAC and their respective successors and assigns individually or collectively, as the context may require, "Lender"), each with an address at c/o AIG Investments, 777 S. Figueroa Street, 16th Floor, Los Angeles, California 90017-5800 and the parties set forth on Schedule A attached hereto (each individually, as "Borrower" and collectively, as "Borrowers"), each with an address at c/o GTJ REIT INC., 60 Hempstead Avenue, Suite 718, West Hempstead, New York, 11552.

Definitions. For all purposes of this Agreement: (1) the capitalized terms defined in this Section 1.1 have the meanings assigned to them in this Section 1.1 and include the plural as well as the singular; (2) unless otherwise expressly defined in this Agreement, all accounting terms have the meanings assigned to them in accordance with GAAP (hereinafter defined), consistently applied; (3) the words "herein", "hereof", and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, or other subdivision; (4) the words "Dollars" or "dollars" and the symbols "$" shall mean and refer to the currency of the United States of America; (5) the words "include", "included," "including", "includes" and words of similar import shall be deemed to be followed by the words "without limitation"; (6) any requirement that a Person perform any covenant, obligation, promise, representation, warranty or other understanding shall be deemed to include, without limitation, a requirement that such Person pay any amounts if necessary or required to perform such covenant, obligation, promise, representation, warranty or other understanding; (7) in each instance in which a provision of this Agreement refers to an "agreement" of any Borrower, any Guarantor or any Affiliate of any Borrower or any Guarantor, such references shall mean any applicable covenant, obligation, promise, representation, warranty or other understanding; and (8) the following terms have the following meanings: "Access Agreement" means, any reciprocal easement agreement, unilateral easement agreement, access agreement, right of way agreement, environmental remediation agreement, environmental land use restriction or similar agreement benefiting or burdening the Land or the Improvements. "Account Collateral" has the meaning set forth in Section 2.12.1. "Accounts" means, collectively, whether now owned or hereafter acquired, (i) all "accounts" as defined in the UCC relating to each Property and/or the Loan; and (ii) all "Accounts" as defined in the Loan Documents. "Additional Financing Offer" has the meaning set forth in Section 9.2. "Affiliate" means, with respect to a specified Person, (i) a Person that, directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with, the specified Person, (ii) any Person who is an officer, director, partner, manager, employee, member, or trustee of, or serves in a similar capacity with respect to, the specified Person or of which the specified Person is an officer, director, partner, manager, employee, member or trustee, or with respect to which the specified Person serves in a similar capacity, (iii) any Person that, directly or indirectly, has an ownership interest in the specified Person, (iv) any Person in which the specified Person has an ownership interest, (v) the spouse, issue, sibling or parent of the specified Person, (vi) any Guarantor, if the specified Person is any Borrower or any Borrower Owner Person, (vii) any Borrower, if the specified Person is a Guarantor, any other Borrower or any Borrower Owner Person, (viii) each Borrower Owner Person, if the specified Person is any Borrower, Guarantor or any other Borrower Owner Person, and (ix) any Person that would constitute an Affiliate of any such Person described in subdivisions (i) through (vii) above. "Affiliate Guaranty (NY Borrowers)" means, that certain Affiliate Guaranty Agreement (NY Borrowers), dated as of the Closing Date by and among each of the Borrowers pursuant to which each Borrower guaranties the debt of each of the other Borrowers, which debt is evidenced by this Agreement and the other Loan Documents, as applicable. "Affiliate Guaranty (Portfolio Borrowers)" means, that certain Affiliate Guaranty Agreement (Portfolio Borrowers), dated as of the Closing Date by and among each of the Borrowers and the Cross-Collateralized Borrowers pursuant to which each Borrower and Cross-Collateralized Borrower guaranties the debt of each of the other Borrowers and Cross-Collateralized Borrowers, which debt is evidenced by this Agreement, the other Loan Documents and the Cross-Collateralized Loan Documents, as applicable. "Agreement" means, this Loan Agreement, together with the Schedules and Exhibits hereto, as the same may from time to time hereafter be modified, supplemented or amended. "Allocated Loan Amount" means, with respect to each Property, the amount set forth opposite the reference to such Property in Schedule 1.1(1) attached hereto under the caption "Allocated Loan Amount", and as such Allocated Loan Amount may be adjusted pursuant to the terms of this Agreement. "Anti-Money Laundering Laws" has the meaning set forth in the definition of the term "Prohibited Person". "Appraisal" means, an appraisal performed by a Member of Appraisal Institute appraiser and obtained by Lender at the sole cost and expense of Borrowers, that is prepared by an appraiser se