England Uses in DEFINITIONS Clause

DEFINITIONS from Second Amended and Restated Credit Agreement

This Second Amended and Restated Credit Agreement (this Agreement), dated as of July 7, 2017, is among ArcBest Corporation (formerly known as Arkansas Best Corporation) and each of its direct or indirect Subsidiaries that joins this Agreement from time to time as a Borrowing Subsidiary, the Lenders and U.S. Bank National Association, a national banking association, as a LC Issuer, Swing Line Lender and as Administrative Agent. The parties hereto agree as follows:

DEFINITIONS. As used in this Agreement: Acquisition means any transaction, or any series of related transactions, consummated after the date of this Agreement, by which any Borrower or any Subsidiary (i) acquires any going business or all or substantially all of the assets of any firm, corporation or limited liability company, or division thereof, whether through purchase of assets, merger or otherwise or (ii) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage or voting power) of the outstanding ownership interests of a partnership or limited liability company. Active Subsidiary means each Subsidiary which, as of the most recent fiscal quarter of the Parent, for the period of four (4) consecutive fiscal quarters then ended for which financial statements have been delivered pursuant to Section 6.1, contributed greater than 2% of the Parents Consolidated EBITDA for such period or greater than 2% of the Parents total assets as of the end of such period. Additional Commitment is defined in Section 2.24. Adjusted Leverage Ratio is defined in Section 6.23(b). Administrative Agent means U.S. Bank in its capacity as contractual representative of the Lenders pursuant to Article X, and not in its individual capacity as a Lender, and any successor Administrative Agent appointed pursuant to Article X. Administrative Questionnaire means an Administrative Questionnaire in a form supplied by the Administrative Agent. Advance means a borrowing hereunder of Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect. The term Advance shall include Swing Line Loans unless otherwise expressly provided. Affected Lender is defined in Section 2.20. Affiliate of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person, including, without limitation, such Persons Subsidiaries. A Person shall be deemed to control another Person if the controlling Person owns 10% or more of any class of voting securities (or other ownership interests) of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, by contract or otherwise. Aggregate Commitment means the aggregate of the Commitments of all the Lenders, as reduced from time to time pursuant to the terms hereof, as the same may be increased from time to time pursuant to Section 2.24 or reduced from time to time pursuant to Section 2.7. As of the date of this Agreement, the Aggregate Commitment is $200,000,000. Aggregate Outstanding Credit Exposure means, at any time, the aggregate of the Outstanding Credit Exposure of all the Lenders. Agreement means this Second Amended and Restated Credit Agreement, as it may be amended or modified and in effect from time to time. Alternate Base Rate means, for any day, a rate of interest per annum equal to the highest of (i) 0.0%, (ii) the Prime Rate for such day, (iii) the sum of the Federal Funds Effective Rate for such day plus 0.50% per annum and (iv) the Eurodollar Rate (without giving effect to the Applicable Margin) for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) for Dollars plus 1.00%, provided that, for the avoidance of doubt, the Eurodollar Rate for any day shall be based on the rate reported by the applicable financial information service at approximately 11:00 a.m. London time on such day. Anti-Corruption Laws means all laws, rules, and regulations of any jurisdiction applicable to the Borrowers or their Subsidiaries from time to time concerning or relating to bribery or corruption. Applicable Fee Rate means, at any time, the percentage rate per annum at which commitment fees are accruing on the Available Aggregate Commitment at such time as set forth in the Pricing Schedule. Applicable Margin means, with respect to Advances of any Type at any time, the percentage rate per annum which is applicable at such time with respect to Advances of such Type as set forth in the Pricing Schedule. Applicable Pledge Percentage means, in the case of a pledge of equity interests of a First Tier Foreign Subsidiary, 65%. 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. Arranger means U.S. Bank, and its successors, in its capacity as Sole Lead Arranger and Sole Book Runner. Article means an article of this Agreement unless another document is sp

Definitions from Amended and Restated Loan and Security Agreement

THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this Agreement) dated as of March 13, 2015 (the Effective Date) between SILICON VALLEY BANK, a California corporation (Bank), and APPIAN CORPORATION, a Delaware corporation (Borrower), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

Definitions. As used in the Loan Documents, the word shall is mandatory, the word may is permissive, the word or is not exclusive, the words includes and including are not limiting, and the singular includes the plural. As used in this Agreement, the following capitalized terms have the following meanings: Account is any account as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to Borrower. Account Debtor is any account debtor as defined in the Code with such additions to such term as may hereafter be made. Advance or Advances means a revolving credit loan (or revolving credit loans) under the Revolving Line. Affiliate is, with respect to any Person, each other Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Persons senior executive officers, directors, partners and, for any Person that is a limited liability company, that Persons managers and members. Agreement is defined in the preamble hereof. Anniversary Fee is defined in Section 2.6(b). Appian UK is Appian Europe Limited, Borrowers wholly-owned Subsidiary organized under the laws of England and Wales. Authorized Signer is any individual listed in Borrowers Borrowing Resolution who is authorized to execute the Loan Documents, including any Credit Extension request, on behalf of Borrower. Availability Amount is (a) the lesser of (i) the Revolving Line or (ii) the amount available under the Borrowing Base minus (b) the outstanding principal balance of any Advances. Bank is defined in the preamble hereof. Bank Entities is defined in Section 12.9. Bank Expenses are all audit fees and out-of-pocket expenses and out-of-pocket costs and expenses (including reasonable attorneys fees and expenses) for preparing, amending, negotiating, administering, defending and enforcing the Loan Documents (including, without limitation, those incurred in connection with appeals or Insolvency Proceedings) or otherwise incurred with respect to Borrower. Bank Services are any products, credit services, and/or financial accommodations previously, now, or hereafter provided to Borrower or any of its Subsidiaries by Bank or any Bank Affiliate, including, without limitation, any letters of credit, cash management services (including, without limitation, merchant services, direct deposit of payroll, business credit cards, and check cashing services), interest rate swap arrangements, and foreign exchange services as any such products or services may be identified in Banks various agreements related thereto (each, a Bank Services Agreement). Bank Services Agreement is defined in the definition of Bank Services. Borrower is defined in the preamble hereof. Borrowers Books are all Borrowers books and records including ledgers, federal and state tax returns, records regarding Borrowers assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information. Borrowing Base is eighty percent (80.0%) of Eligible Accounts, as determined by Bank from Borrowers most recent Transaction Report; provided, however, that Bank has the right, upon notice to and in consultation with Borrower, to decrease the foregoing percentage in its good faith business judgment to mitigate the impact of events, conditions, contingencies, or risks which could reasonably be expected to adversely affect the Collateral or its value. Borrowing Resolutions are, with respect to any Person, those resolutions adopted by such Persons board of directors (and, if required under the terms of such Persons Operating Documents, stockholders) and delivered by such Person to Bank approving the Loan Documents to which such Person is a party and the transactions contemplated thereby, together with a certificate executed by its secretary on behalf of such Person certifying (a) such Person has the authority to execute, deliver, and perform its obligations under each of the Loan Documents to which it is a party, (b) that set forth as a part of or attached as an exhibit to such certificate is a true, correct, and complete copy of the resolutions then in full force and effect authorizing and ratifying the execution, delivery, and performance by such Person of the Loan Documents to which it is a party, (c) the name(s) of the Person(s) authorized to execute the Loan Documents, including any Credit Extension request, on behalf of such Person, together with a sample of the true signature(s) of such Person(s), and (d) that Bank may conclusively rely on such certificate unless and until such Person shall have delivered to Bank a further certificate canceling or amending such prior certificate. Business Day is any day that is not a Saturday, Sunday or a day on which Bank is closed. Cash Collateral Account is defined in Section 6.3(c). Cash E

Definitions from Loan and Security Agreement

THIS SUBORDINATED LOAN AND SECURITY AGREEMENT (this Agreement) dated as of April 25, 2017 (the Effective Date) between SILICON VALLEY BANK, a California corporation (Bank), and APPIAN CORPORATION, a Delaware corporation (Borrower), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

Definitions. As used in the Loan Documents, the word shall is mandatory, the word may is permissive, the word or is not exclusive, the words includes and including are not limiting, and the singular includes the plural. As used in this Agreement, the following capitalized terms have the following meanings: Account is any account as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to Borrower. Account Debtor is any account debtor as defined in the Code with such additions to such term as may hereafter be made. Affiliate is, with respect to any Person, each other Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Persons senior executive officers, directors, partners and, for any Person that is a limited liability company, that Persons managers and members. Agreement is defined in the preamble hereof. Appian UK is Appian Europe Limited, Borrowers wholly-owned Subsidiary organized under the laws of England and Wales. Authorized Signer is any individual listed in Borrowers Borrowing Resolution who is authorized to execute the Loan Documents, including any Credit Extension request, on behalf of Borrower. Bank is defined in the preamble hereof. Bank Entities is defined in Section 12.9. Bank Expenses are all audit fees and out-of-pocket expenses and out-of-pocket costs and expenses (including reasonable attorneys fees and expenses) for preparing, amending, negotiating, administering, defending and enforcing the Loan Documents (including, without limitation, those incurred in connection with appeals or Insolvency Proceedings) or otherwise incurred with respect to Borrower. Bank Services are any products, credit services, and/or financial accommodations previously, now, or hereafter provided to Borrower or any of its Subsidiaries by Bank or any Bank Affiliate, including, without limitation, any letters of credit, cash management services (including, without limitation, merchant services, direct deposit of payroll, business credit cards, and check cashing services), interest rate swap arrangements, and foreign exchange services as any such products or services may be identified in Banks various agreements related thereto (each, a Bank Services Agreement). Bank Services Agreement is defined in the definition of Bank Services. Borrower is defined in the preamble hereof. Borrowers Books are all Borrowers books and records including ledgers, federal and state tax returns, records regarding Borrowers assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information. Borrowing Resolutions are, with respect to any Person, those resolutions adopted by such Persons board of directors (and, if required under the terms of such Persons Operating Documents, stockholders) and delivered by such Person to Bank approving the Loan Documents to which such Person is a party and the transactions contemplated thereby, together with a certificate executed by its secretary on behalf of such Person certifying (a) such Person has the authority to execute, deliver, and perform its obligations under each of the Loan Documents to which it is a party, (b) that set forth as a part of or attached as an exhibit to such certificate is a true, correct, and complete copy of the resolutions then in full force and effect authorizing and ratifying the execution, delivery, and performance by such Person of the Loan Documents to which it is a party, (c) the name(s) of the Person(s) authorized to execute the Loan Documents, including any Credit Extension request, on behalf of such Person, together with a sample of the true signature(s) of such Person(s), and (d) that Bank may conclusively rely on such certificate unless and until such Person shall have delivered to Bank a further certificate canceling or amending such prior certificate. Business Day is any day that is not a Saturday, Sunday or a day on which Bank is closed. Cash Equivalents means (a) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency or any State thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing no more than one (1) year after its creation and having the highest rating from either Standard & Poors Ratings Group or Moodys Investors Service, Inc.; (c) Banks certificates of deposit issued maturing no more than one (1) year after issue; and (d) money market funds at least ninety-five percent (95%) of the assets of which constitute Cash Equivalents of the kinds described in clauses (a) through (c) of this definition. Change in Control means (a) at any time, any person or group (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, shall become, or obtain r

Definitions

Definitions. As used herein, the terms set forth below shall have the following respective meanings: Annual Retainer shall be the compensation to which a Director is entitled as a retainer for his or her services as a member of the Board during the Plan Year. Award means the grant of any Option, Stock Award or Cash Award to a Participant pursuant to such applicable terms, conditions and limitations as the Board may establish in accordance with the objectives of this Plan. Award Agreement means the document (in written or electronic form) communicating the terms, conditions and limitations applicable to an Award. The Board may, in its discretion, require that the Participant execute such Award Agreement, or may provide for procedures through which Award Agreements are made available but not executed. Any Participant who is granted an Award and who does not affirmatively and in writing reject the applicable Award and Award Agreement shall be deemed to have accepted the terms of the Award as embodied in the Award Agreement. Board means the Board of Directors of the Company. Cash Award means an Award denominated in cash and made in respect of the Annual Retainer pursuant to Section 9(a). Change in Control means a Change in Control as defined in Attachment A to this Plan. Code means the United States Internal Revenue Code of 1986, as amended from time to time. Committee means the Compensation Committee of the Board, and any successor committee thereto or such other committee of the Board as may be designated by the Board to administer this Plan in whole or in part including any subcommittee of the Board as designated by the Board. Company means Noble Corporation plc, a company organized under the laws of England and Wales. Director means an individual serving as a non-executive member of the Board who is not an employee, and an individual who has agreed to become a Director and actually becomes a Director following such date of agreement. Disability means a disability whereby the Director is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. Notwithstanding the foregoing, if an Award is subject to Section 409A of the Code, the definition of Disability shall conform to the requirements of Treasury Regulation SS 1.409A-3(i)(4)(i) to the extent necessary to avoid the imposition of any tax by such Section 409A of the Code. Dividend Equivalents means, in the case of an Award comprising Restricted Stock Units, an amount equal to all dividends and other distributions (or the economic equivalent thereof (excluding, unless the Board or Committee, as applicable, determines otherwise, special dividends)) that are payable to shareholders of record in respect of the relevant record dates that occur during the Restriction Period, as applicable, on a like number of Shares that are subject to the Award. Exchange Act means the United States Securities Exchange Act of 1934, as amended from time to time. Exercise Price means the price at which a Participant may exercise his right to receive Shares, as applicable, under the terms of an Option. Fair Market Value of a Share means, as of a particular date,

Definitions from Incentive Plan

Definitions. As used in the Plan, the terms set forth below shall have the following respective meanings: Authorized Officer means the Chief Executive Officer or the senior human resources officer of the Company (or any other senior officer of the Company to whom any of such individuals shall delegate the authority to execute any Award Agreement). Award means the grant of any Option, Stock Appreciation Right, Stock Award, or Cash Award, any of which may be structured as a Performance Award, whether granted singly, in combination or in tandem, to a Participant pursuant to such applicable terms, conditions and limitations as the Committee may establish in accordance with the objectives of the Plan. Award Agreement means the document (in written or electronic form) communicating the terms, conditions and limitations applicable to an Award. The Committee may, in its discretion, require that the Participant execute such Award Agreement, or may provide for procedures through which Award Agreements are made available but not executed. Any Participant who is granted an Award and who does not affirmatively, and in writing delivered to the Committee (or its applicable delegate), reject the applicable Award and Award Agreement shall be deemed to have accepted the terms of Award as embodied in the Award Agreement. Award Date means the date an Award is granted to a Participant pursuant to the Plan. Board means the Board of Directors of the Company. Cash Award means an Award denominated in cash. Change in Control means a Change in Control as defined in Attachment 1 to Part A of the Plan. Code means the United States Internal Revenue Code of 1986, as amended from time to time. Committee means the Compensation Committee of the Board, and any successor committee thereto or such other committee of the Board as may be designated by the Board to administer the Plan in whole or in part including any subcommittee of the Board as designated by the Board. Company means Noble Corporation plc, a public limited company organized under the laws of England and Wales. Consultant means an individual providing services to the Company or any of its Subsidiaries, other than an Employee or a Non-Employee Director. Covered Employee means any Employee who is or may be a covered employee, as defined in Section 162(m) of the Code. Disability means a medically determinable physical or mental impairment (1) that prevents an Employee from performing his or her employment duties in a satisfactory manner and is expected either to result in death or to last for a continuous period of not less than twelve months as determined by the Committee, or (2) for which the Employee is eligible to receive disability income benefits under a long-term disability insurance plan maintained by the Company or a Subsidiary. Notwithstanding the foregoing, if an Award is subject to Section 409A of the Code, the definition of Disability shall conform to the requirements of Treasury Regulation SS 1.409A-3(i)(4)(i) to the extent necessary to avoid the imposition of any tax by such Section 409A of the Code. Dividend Equivalents means, in the case of an Award comprising Restricted Stock Units, an amount equal to all dividends and other distributions (or the economic equivalent thereof (excluding, unless the Committee determines otherwise special dividends)) that are payable to shareholders of record in respect of the relevant record dates that occur during the Restriction Period or performance period, as applicable, on a like number of Shares that are subject to the Award. Effective Date has the meaning set forth in Paragraph 1. Employee means an employee of the Company or any of its Subsidiaries and an individual who has agreed to become an employee of the Company or any of its Subsidiaries and actually becomes such an employee following such date of agreement. Excepted Shares has the meaning set forth in Paragraph 8. Exchange Act means the United States Securities Exchange Act of 1934, as amended from time to time. Exercise Price means the price at which a Participant may exercise his or her right to receive cash or Shares, as applicable, under the terms of an Award. Fair Market Value of a Share means, as of a particular date, (1) if Shares are then listed or admitted to trading on a national securities exchange, the average of the reported high and low sales price per Share on the date in question (or if there was no reported sale on such date, on the last preceding date on which any reported sale occurred) on the principal national securities exchange on which such Share is so listed or admitted to trading, (2) if the Shares are not so listed or admitted to trading, the average of the closing high bid and low asked quotations as reported on an inter-dealer quotation system for such Share on the date in question, or, if there are no quotations available for such date, on the last preceding date on which such quotations shall be available, (3) if the Shares are not publicly traded, the

DEFINITIONS from Master Repurchase Agreement

SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated as of March 31, 2017, by and among PARLEX 2 FINANCE, LLC, a Delaware limited liability company (Parlex 2), PARLEX 2A FINCO, LLC, a Delaware limited liability company (Parlex 2A), PARLEX 2 UK FINCO, LLC, a Delaware limited liability company (Parlex 2 UK), PARLEX 2 EUR FINCO, LLC, a Delaware limited liability company (Parlex 2 EUR, and together with Parlex 2, Parlex 2A, Parlex 2 UK and any other Person when such Person joins as a Seller hereunder from time to time, individually and/or collectively as the context may require, Seller) and CITIBANK, N.A., a national banking association (Buyer).

DEFINITIONS. Accelerated Repurchase Date shall have the meaning specified in Section 14(b)(i) of this Agreement. Acceptable Attorney means (i) Ropes & Gray LLP, (ii) a firm of solicitors regulated by the Solicitors Regulation Authority (with respect to any Foreign Purchased Loan secured by Mortgaged Property located in England) reasonably acceptable to Buyer or (iii) any other attorney-at-law or law firm reasonably acceptable to Buyer, or notary (if required in the relevant jurisdiction) that has, in the case of each of (i), (ii) and (iii) herein, delivered at Sellers request an Attorneys Bailee Letter, as applicable.

DEFINITIONS from Master Repurchase Agreement

This MASTER REPURCHASE AGREEMENT, dated as of September 30, 2016, is by and among KREF LENDING III LLC, a Delaware limited liability company (together with its successors and permitted assigns, QRS Seller), KREF LENDING III TRS LLC, a Delaware limited liability company (together with its successors and permitted assigns, TRS Seller; together with QRS Seller, the Sellers and each a Seller) and GOLDMAN SACHS BANK USA, a New York chartered bank (together with its successors and permitted assigns, Buyer).

DEFINITIONS. 1934 Act has the meaning specified in Section 24(a). Accelerated Repurchase Date has the meaning specified in Section 14(b)(i). Acceptable Attorney means Paul Hastings LLP, Kaye Scholer LLP, any law firm identified on the AmLaw Top 100, or any other attorney-at-law or law firm acceptable to Buyer in its sole discretion. Accepted Servicing Practices has the meaning given thereto in the Servicing Agreement. ACM has the meaning specified in Exhibit VI. Act of Insolvency means with respect to any party, (i) the commencement by such party as debtor of any case or proceeding under any bankruptcy, insolvency, reorganization, liquidation, moratorium, dissolution, delinquency or similar law, or such party seeking the appointment or election of a receiver, conservator, trustee, custodian or similar official for such party or any substantial part of its property, or the convening of any meeting of creditors for purposes of commencing any such case or proceeding or seeking such an appointment or election, (ii) the commencement of any such case or proceeding against such party, or the seeking of such an appointment or election, or the filing against a party of an application for a protective decree under the provisions of the Securities Investor Protection Act of 1970, which (A) is consented to or not timely contested by such party, (B) results in the entry of an order for relief, such an appointment or election, the issuance of such a protective decree or the entry of an order having a similar effect, or (C) is not dismissed within 30 days, (iii) the making by such party of a general assignment for the benefit of creditors, or (iv) the admission in writing by such party of such partys inability to pay such partys debts as they become due. Affiliate means (a) when used with respect to QRS Seller, TRS Seller, Guarantor, Pledgor, REIT or Manager, any Subsidiary of KKR & Co. L.P. that is also a direct or indirect parent of QRS Seller or TRS Seller, and (b) when used with respect to any other specified Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with, such Person. Agreement means this Master Repurchase Agreement, dated as of the Closing Date, by and among QRS Seller, TRS Seller and Buyer, as such agreement may be modified or supplemented from time to time. Alternative Rate has the meaning specified in Section 3(g). Alternative Rate Transaction means any Transaction with respect to which the Pricing Rate for is determined with reference to the Alternative Rate. Annual Reporting Package means consolidated audited financial statements of REIT, prepared by a nationally recognized independent certified public accounting firm and presented fairly in accordance with GAAP and accompanied by an unqualified report of the nationally recognized independent certified public accounting firm that prepared them or, if such financial statements being delivered have been filed with the SEC pursuant to the requirements of the 1934 Act, or similar state securities laws, presented in accordance with applicable statutory and/or regulatory requirements and delivered to Buyer within the same time frame as are required to be filed in accordance with such applicable statutory and/or regulatory requirements, in either case accompanied by a compliance certificate, including, with respect to the REIT, a statement of operations and a statement of changes in cash flows for such annual period and statement of net assets as of the end of such annual period and evidencing financial covenant compliance (it being understood that such REIT financial statements shall include Guarantors, Pledgors, QRS Sellers and TRS Sellers financial information, as consolidated into REITs financial statements). Applicable Spread has the meaning given thereto in the Fee Agreement. Appraisal means a FIRREA compliant appraisal of the related Mortgaged Property (containing therein reliance language for the benefit of Buyer or for which the applicable Seller has obtained reliance for the benefit of Buyer) in form and substance reasonably satisfactory to Buyer, that is signed by an appraiser who is duly licensed and/or certified and authorized, as necessary and applicable, to provide appraisal services in the state where the Mortgaged Property is located and who, to the applicable Sellers knowledge, had no interest, direct or indirect, in the Mortgaged Property or the Mortgagor or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Purchased Loan, and that contains representations from such appraiser (whether in such appraisal or in a supplemental letter) that the appraisal satisfies the requirements of the Uniform Standards of Professional Appraisal Practice as adopted by the Appraisal Standards Board of the Appraisal Foundation, that the appraisal is compliant with the Code of Professional Ethics and Standards of Professional Conduct of the Appraisal Institute

DEFINITIONS from Master Repurchase Agreement

This MASTER REPURCHASE AGREEMENT, dated as of September 30, 2016, is by and among KREF LENDING III LLC, a Delaware limited liability company (together with its successors and permitted assigns, QRS Seller), KREF LENDING III TRS LLC, a Delaware limited liability company (together with its successors and permitted assigns, TRS Seller; together with QRS Seller, the Sellers and each a Seller) and GOLDMAN SACHS BANK USA, a New York chartered bank (together with its successors and permitted assigns, Buyer).

DEFINITIONS. 1934 Act has the meaning specified in Section 24(a). Accelerated Repurchase Date has the meaning specified in Section 14(b)(i). Acceptable Attorney means Paul Hastings LLP, Kaye Scholer LLP, any law firm identified on the AmLaw Top 100, or any other attorney-at-law or law firm acceptable to Buyer in its sole discretion. Accepted Servicing Practices has the meaning given thereto in the Servicing Agreement. ACM has the meaning specified in Exhibit VI. Act of Insolvency means with respect to any party, (i) the commencement by such party as debtor of any case or proceeding under any bankruptcy, insolvency, reorganization, liquidation, moratorium, dissolution, delinquency or similar law, or such party seeking the appointment or election of a receiver, conservator, trustee, custodian or similar official for such party or any substantial part of its property, or the convening of any meeting of creditors for purposes of commencing any such case or proceeding or seeking such an appointment or election, (ii) the commencement of any such case or proceeding against such party, or the seeking of such an appointment or election, or the filing against a party of an application for a protective decree under the provisions of the Securities Investor Protection Act of 1970, which (A) is consented to or not timely contested by such party, (B) results in the entry of an order for relief, such an appointment or election, the issuance of such a protective decree or the entry of an order having a similar effect, or (C) is not dismissed within 30 days, (iii) the making by such party of a general assignment for the benefit of creditors, or (iv) the admission in writing by such party of such partys inability to pay such partys debts as they become due. Affiliate means (a) when used with respect to QRS Seller, TRS Seller, Guarantor, Pledgor, REIT or Manager, any Subsidiary of KKR & Co. L.P. that is also a direct or indirect parent of QRS Seller or TRS Seller, and (b) when used with respect to any other specified Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with, such Person. Agreement means this Master Repurchase Agreement, dated as of the Closing Date, by and among QRS Seller, TRS Seller and Buyer, as such agreement may be modified or supplemented from time to time. Alternative Rate has the meaning specified in Section 3(g). Alternative Rate Transaction means any Transaction with respect to which the Pricing Rate for is determined with reference to the Alternative Rate. Annual Reporting Package means consolidated audited financial statements of REIT, prepared by a nationally recognized independent certified public accounting firm and presented fairly in accordance with GAAP and accompanied by an unqualified report of the nationally recognized independent certified public accounting firm that prepared them or, if such financial statements being delivered have been filed with the SEC pursuant to the requirements of the 1934 Act, or similar state securities laws, presented in accordance with applicable statutory and/or regulatory requirements and delivered to Buyer within the same time frame as are required to be filed in accordance with such applicable statutory and/or regulatory requirements, in either case accompanied by a compliance certificate, including, with respect to the REIT, a statement of operations and a statement of changes in cash flows for such annual period and statement of net assets as of the end of such annual period and evidencing financial covenant compliance (it being understood that such REIT financial statements shall include Guarantors, Pledgors, QRS Sellers and TRS Sellers financial information, as consolidated into REITs financial statements). Applicable Spread has the meaning given thereto in the Fee Agreement. Appraisal means a FIRREA compliant appraisal of the related Mortgaged Property (containing therein reliance language for the benefit of Buyer or for which the applicable Seller has obtained reliance for the benefit of Buyer) in form and substance reasonably satisfactory to Buyer, that is signed by an appraiser who is duly licensed and/or certified and authorized, as necessary and applicable, to provide appraisal services in the state where the Mortgaged Property is located and who, to the applicable Sellers knowledge, had no interest, direct or indirect, in the Mortgaged Property or the Mortgagor or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Purchased Loan, and that contains representations from such appraiser (whether in such appraisal or in a supplemental letter) that the appraisal satisfies the requirements of the Uniform Standards of Professional Appraisal Practice as adopted by the Appraisal Standards Board of the Appraisal Foundation, that the appraisal is compliant with the Code of Professional Ethics and Standards of Professional Conduct of the Appraisal Institute

Definitions

This document contains the underlying principles and rules regarding the structure and operation of the Solactive GLD(r) Long USD Gold Index. Solactive AG shall make every effort to implement the rules. Solactive AG does not offer any explicit or tacit guarantee or assurance, neither pertaining to the results from the use of the Index nor the Index value at any certain point in time nor in any other respect. The Index is merely calculated and published by Solactive AG and it strives to the best of its ability to ensure the correctness of the calculation. There is no obligation for Solactive AG irrespective of possible obligations to issuers to advise third parties, including investors and/or financial intermediaries, of any errors in the Index. The publication of the Index by Solactive AG is not a recommendation for capital investment and does not contain any assurance or opinion of Solactive AG regarding a possible investment in any financial instrument based on this Index.

Definitions. CAD or Canadian Dollar means the lawful currency of Canada. CHF or Swiss Franc means the lawful currency of Switzerland. Currency Pair has the meaning ascribed to it in Section 2.1. EUR or Euro means the lawful currency of the participating member states of the European Union adopted in accordance with the Treaty establishing the European Communities, as amended by the Treaty on the European Union. FX Basket has the meaning ascribed to it in Section 1. FX Basket Business Day means any day (other than a Saturday or Sunday) on which WM Company is scheduled to publish prices for each of the Currency Pairs in the FX Basket USD/EUR, JPY/USD, USD/GBP, CAD/USD, SEK/USD, and CHF/USD. FX Basket Disruption Event has the meaning ascribed to it in Section 1.5. Gold Business Day means any day other than a Saturday or Sunday) on which the LBMA is scheduled to publish the LBMA Gold Price AM. FX Price means any of the WMCO 4pm UK FX Spot Rate, WMCO 9am UK FX spot rate, WMCO 9am UK FX 1 Week Forward Rate. GBP or British Pound means the lawful currency of the United Kingdom. Gold Disruption Event has the meaning ascribed to it in Section 1.5. Gold Price means either the LBMA A.M. Gold Price or the LBMA P.M. Gold Price. Index Business Day means any day that is a (1) New York Business Day, (2) London Business Day, (3) Gold Business Day, and (4) FX Basket Business Day. Index Calculator is Solactive AG or any other appropriately appointed successor in this function. Index Committee means a Committee composed of staff from Solactive AG who are responsible for decisions regarding the composition of the Solactive GLD(r) Long USD Gold Index from time to time, as well as any amendments that are required to be made to the rules for the calculation of the Index. Index Disruption Event means the occurrence of an FX Basket Disruption Event or a Gold Disruption Event. Index Closing Level has the meaning ascribed in Section 3.1. Index Sponsor is Solactive AG or any other appropriately appointed successor in this function. JPY or Japanese Yen means the lawful currency of Japan. London Business Day means any day (other than a Saturday or Sunday) on which commercial banks in London, England on which commercial banks in London are generally scheduled to be open for business. LBMA means the London Bullion Market Association or its successor. LBMA A.M GOLD PRICE means that days morning London gold price per troy ounce of gold for delivery in London through a member of the LBMA authorized to effect such delivery, stated in U.S. Dollars, as calculated and administered by independent service provider(s), pursuant to an agreement with the LBMA, and published by the LBMA on its website at www.lbma.org.uk that displays prices effective on that day. LBMA P.M. GOLD PRICE means that days afternoon London gold price per troy ounce of gold for delivery in London through a member of the LBMA authorized to effect such delivery, stated in U.S. Dollars, as calculated and administered by independent service provider(s), pursuant to an agreement with the LBMA, and published by the LBMA on its website at www.lbma.org.uk that displays prices effective on that day. New York Business Day means any day (other than a Saturday or Sunday) on which the NYSE ARCA is generally scheduled to be open for business. SEK or Swedish Krona means the lawful currency of the Kingdom of Sweden. USD or the U.S. Dollar means the lawful currency of the United States of America. WMCO 4pm UK FX spot rate means, with respect to any Currency Pair on any Index Business Day, the WMR Spot rate for such Currency Pair appearing at or about 4:00 p.m. (London time) on such Index Business Day. WMCO 9am UK FX spot rate means, with respect to any Currency Pair on any Index Business Day, the WMR Spot rate for such Currency Pair appearing at or about 9:00 a.m. (London time) on such Index Business Day. WMCO 9am UK FX 1 Week Forward rate means, with respect to any Currency Pair on any Index Business Day, the WMR Spot rate for such Currency Pair appearing at or about 9:00 p.m. (London time) on such Index Business Day.

Definitions from Loan and Security Agreement

THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this Agreement) dated as of January 6, 2017 (the Effective Date) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (Oxford), as collateral agent (in such capacity, Collateral Agent), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a Lender and collectively, the Lenders), CONFORMIS, INC., a Delaware corporation (ConforMIS) and IMATX, INC., a California corporation (ImaTx and individually, collectively, jointly and severally with ConforMIS, Borrower), each, with offices located at 28 Crosby Drive, Bedford, MA 01730, provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:

Definitions. As used in this Agreement, the following terms have the following meanings: Account is any account as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to Borrower. Account Debtor is any account debtor as defined in the Code with such additions to such term as may hereafter be made. Affiliate of any Person is a Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Persons senior executive officers, directors, partners and, for any Person that is a limited liability company, that Persons managers and members. Agreement is defined in the preamble hereof. Amortization Date is February 1, 2019, provided however, if Borrower draws the Term B Loan by December 31, 2017, then the Amortization Date shall be extended, at the written election of the Borrower, which shall be irrevocable and delivered by no later than December 31, 2017, to February 1, 2020. Annual Projections is defined in Section 6.2(a)(iii). Anti-Terrorism Laws are any laws relating to terrorism or money laundering, including Executive Order No. 13224 (effective September 24, 2001), the USA PATRIOT Act, the laws comprising or implementing the Bank Secrecy Act, and the laws administered by OFAC. Approved Fund is any (i) investment company, fund, trust, securitization vehicle or conduit that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business or (ii) any Person (other than a natural person) which temporarily warehouses loans for any Lender or any entity described in the preceding clause (i) and that, with respect to each of the preceding clauses (i) and (ii), is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) a Person (other than a natural person) or an Affiliate of a Person (other than a natural person) that administers or manages a Lender. Approved Lender is defined in Section 12.4. Basic Rate is the per annum rate of interest (based on a year of three hundred sixty (360) days) equal to the sum of (a) the greater of (i) the thirty (30) day U.S. LIBOR rate reported in The Wall Street Journal on the last Business Day of the month that immediately precedes the month in which the interest will accrue, or (ii) fifty-three hundredths percent (0.53%), plus (b) six and forty-seven hundredths percent (6.47%). Notwithstanding the foregoing, (x) the Basic Rate for the Term A Loan for the period from the Effective Date through and including January 31, 2017 shall be seven and twenty-four hundredths percent (7.24%); and (y) the Basic Rate shall not reset below seven percent (7.00%). Blocked Person is any Person: (a) listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (b) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (c) a Person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person that commits, threatens or conspires to commit or supports terrorism as defined in Executive Order No. 13224, or (e) a Person that is named a specially designated national or blocked person on the most current list published by OFAC or other similar list. Borrower is defined in the preamble hereof. Borrowers Books are Borrowers or any of its Guarantor and co-Borrower Subsidiaries books and records including ledgers, federal, and state tax returns, records regarding Borrowers or its Subsidiaries assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information. Business Day is any day that is not a Saturday, Sunday or a day on which Collateral Agent is closed. Cash Equivalents are (a) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency or any State thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing no more than one (1) year after its creation and having the highest rating from either Standard & Poors Ratings Group or Moodys Investors Service, Inc., (c) certificates of deposit maturing no more than one (1) year after issue provided that the account in which any such certificate of deposit is maintained is subject to a Control Agreement in favor of Collateral Agent, and (d) any cash equivalent investments consistent with the Borrowers investment policy provided to the Collateral Agent and the Lenders. For the avoidance of doubt, the direct purchase by Borrower or any of its Subsidiaries of any Auction Rate Securities, or purchasing participations in, or entering int