Internal Revenue Code Uses in Definitions Clause

Definitions from Loan and Security Agreement

THIS LOAN AND SECURITY AGREEMENT dated as of June 29, 2017 (this "Agreement") is entered into among MATTERSIGHT CORPORATION, a Delaware corporation ("Borrower"), the other Loan Parties from time to time party hereto, and THE PRIVATEBANK AND TRUST COMPANY ("PrivateBank"), as lender ("Lender") and as Issuing Lender.

Definitions. When used herein (a) the following capitalized terms are used herein as defined in the UCC: Accounts, Certificated Security, Chattel Paper, Commercial Tort Claims, Deposit Accounts, Documents, Electronic Chattel Paper, Equipment, Goods, Instruments, Inventory, Leases, Letter-of-Credit Rights, Money, Payment Intangibles, Software, Supporting Obligations, Tangible Chattel Paper and (b) the following capitalized terms shall have the following meanings: Account Debtor means any Person who is obligated to Borrower or any Subsidiary with respect to any Account. Acquisition means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or a substantial portion of the assets of a Person, or of all or a substantial portion of any business or division of a Person, (b) the acquisition of in excess of 50% of the Capital Securities of any Person, or otherwise causing any Person to become a Subsidiary, or (c) a merger or consolidation or any other combination with and another Person (other than a Person that is already a Subsidiary). Adjusted EBITDA means, means with respect to any fiscal period being measured an amount equal to the sum of (a) consolidated net income of Borrower and its Subsidiaries for such fiscal period, plus (b) in each case to the extent deducted in the calculation of Borrower's consolidated net income and without duplication: (i) depreciation and amortization for such period, plus (ii) income tax expense for such period, plus (iii) consolidated total interest expense paid or accrued during such period, plus (iv) non-cash management compensation expenses for such period, all as calculated by Borrower in its public filings and statements as of the Closing Date or as otherwise agreed in writing by the Lender. For the avoidance of doubt, expenses (including attorneys' fees and expenses, prepayment premiums and the like) incurred in connection with the closing of the transactions contemplated hereunder and the repayment of Debt outstanding under that certain Loan and Security Agreement, dated as of August 1, 2016, between Borrower and Hercules Capital, Inc., as lender, shall not be deducted for purposes of determining Adjusted EBITDA. Affiliate of any Person means (a) any other Person which, directly or indirectly, controls or is controlled by or is under common control with such Person, (b) any officer or director of such 26385498.9 Person and (c) with respect to Lender, any entity administered or managed by Lender or an Affiliate or investment advisor thereof and which is engaged in making, purchasing, holding or otherwise investing in commercial loans. A Person shall be deemed to be "controlled by" any other Person if such Person possesses, directly or indirectly, power to vote 5% or more of the securities (on a fully diluted basis) having ordinary voting power for the election of directors or managers or power to direct or cause the direction of the management and policies of such Person whether by contract or otherwise, provided, however, that Persons holding securities issued by the Borrower shall not be deemed "Affiliates" of the Borrower or any Loan Party. Unless expressly stated otherwise herein, Lender shall not be deemed an Affiliate of any Loan Party. Agreement is defined in the preamble of this Agreement. Annualized Recurring Subscription Revenue means, as of any date of determination, the total Monthly Recurring Subscription Revenue as of such date, multiplied by 12. Applicable Margin means for (i) LIBOR Loans shall be four and one-half percent (4.50%) per annum (the "LIBOR Margin"), (ii) Base Rate Loans shall be one and three-quarters percent (1.75%) per annum (the "Base Rate Margin"). Asset Disposition means the sale, lease, assignment or other transfer for value (each, a "Disposition") by any Loan Party to any Person (other than a Loan Party) of any asset or right of such Loan Party (including, the loss, destruction or damage thereof) or any actual or threatened (in writing to any Loan Party) condemnation, confiscation, requisition, seizure or taking thereof, other than (a) the Disposition of any asset which is to be replaced, and is in fact replaced, within 30 days with another asset performing the same or a similar function, (b) the sale or lease of inventory in the ordinary course of business and (c) other Dispositions in any Fiscal Year the Net Proceeds of which do not in the aggregate exceed $100,000. Assignee is defined in Section 14.13.1. Attorney Costs means, with respect to any Person, all reasonable fees and charges of any counsel to such Person, all reasonable disbursements of such counsel and all court costs and similar legal expenses. Bank Product Agreements means those certain cash management service agreements and other agreements entered into from time to time between any Loan Party and Lender or its Affiliates in connection with any of the Bank Products. Bank Product Obligations means all obl

Definitions from Deferred Compensation Plan

On Assignment, Inc., a Delaware corporation (the "Company"), establishes the On Assignment, Inc. Deferred Compensation Plan (the "Plan") effective June 1, 2017 (the "Effective Date").

Definitions. 2.1Account. Account means one or more bookkeeping accounts maintained by the Committee to record the payment obligation of a Participating Employer to a Participant as determined under the terms of the Plan. The Committee may maintain an Account to record the total obligation to a Participant, and component Accounts to reflect amounts payable at different times and in different forms. Reference to an Account means any such Account established by the Committee, as the context requires. Accounts are intended to constitute unfunded obligations within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.2.2Account Balance. Account Balance means, with respect to any Account, the total payment obligation owed to a Participant from such Account as of the most recent Valuation Date.2.3Adopting Employer. Adopting Employer means an Affiliate who, with the consent of the Company, has adopted the Plan for the benefit of its Eligible Employees.2.4Affiliate. Affiliate means any corporation, trade or business that, together with the Company, is treated as a single employer under Code Section 414(b) or (c).2.5Bonus. Bonus means any cash compensation, other than Salary and any Long-Term Incentive Plan Compensation, for services performed by a Participant for a Service Recipient during the applicable Plan Year (or applicable Plan Years), whether or not paid in such Participant's Plan Year or included on the federal income tax form W-2 for such Plan Year (or Plan Years), payable to a Participant under any Employer's annual, semi-annual, or quarterly bonus plans, excluding any amounts that may be payable with respect to any long-term incentive plans, stock options, stock appreciation rights, and/or restricted stock. Bonus shall be calculated before any reduction for compensation voluntarily deferred or contributed by the Participant pursuant to any qualified or nonqualified plans of any Employer, other than any cafeteria plan of any Employer maintained pursuant to Code Section 125. The Committee, in its discretion, will specify the types of bonuses that may be deferred under the Plan.2.6Beneficiary. Beneficiary means a natural person, estate, or trust designated by a Participant to receive payments to which a Beneficiary is entitled upon the death of a Participant in accordance with the provisions of the Plan.2.7Board of Directors. Board of Directors means the board of directors of the Company. 2.8Business Day. Business Day means each day on which the New York Stock Exchange is open for business.2.9Change in Control. Change in Control means the occurrence of a "change in the ownership," a "change in the effective control" or a "change in the ownership of a substantial portion of the assets" of a corporation, as determined in accordance with this Section. In order for an event described below to constitute a Change in Control with respect to a Participant, except as otherwise provided in part (b)(ii) of this Section, the applicable event must relate to the Company, the corporation for which the Participant is providing services, the corporation that is liable for payment of the Participant's Account Balance (or all corporations liable for payment if more than one), as determined in accordance with Treas. Reg. SS1.409A-3(i)(5)(ii)(A)(2), or such other corporation as is determined in accordance with Treas. Reg. SS1.409A-3(i)(5)(ii)(A)(3).In determining whether an event shall be considered a "change in the ownership," a "change in the effective control" or a "change in the ownership of a substantial portion of the assets" of a corporation, the following provisions shall apply:(a)A "change in the ownership" of the applicable corporation shall occur on the date on which any one person, or more than one person acting as a group, acquires ownership of stock of such corporation that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of such corporation, as determined in accordance with Treas. Reg. SS1.409A-3(i)(5)(v). If a person or group is considered either to own more than 50% of the total fair market value or total voting power of the stock of such corporation, or to have effective control of such corporation within the meaning of part (b) of this Section, and such person or group acquires additional stock of such corporation, the acquisition of additional stock by such person or group shall not be considered to cause a "change in the ownership" of such corporation.(b)A "change in the effective control" of the applicable corporation shall occur on either of the following dates:(i)The date on which any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of such corporation possessing 30% or more of the total voting power of the stock of such corporation, as determined in accordance

Definitions from Advisory Agreement

This Advisory Agreement (the Agreement) is made this 20th day of March, 2017 (the Effective Date), by and between FS CREDIT REAL ESTATE INCOME TRUST, INC., a Maryland corporation (the Company), and FS REAL ESTATE ADVISOR, LLC, a Delaware limited liability company (the Adviser). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.

Definitions. As used in this Agreement, the following terms shall have the meanings specified below: Acquisition Expenses means any and all expenses incurred by the Company, the Adviser, the Sub-Adviser or any of their Affiliates in connection with the selection or acquisition of any Investments, whether or not acquired or originated, as applicable, including, without limitation, legal fees and expenses, travel and communications expenses, costs of appraisals, nonrefundable option payments on properties or other investments not acquired, accounting fees and expenses, title insurance premiums and the costs of performing due diligence. Adviser means: FS Real Estate Advisor, LLC, a Delaware limited liability company. Adviser Entities means the Adviser and the Sub-Adviser. Affiliate or Affiliated means with respect to any Person: (i) any Person directly or indirectly controlling, controlled by, or under common control with such other Person; (ii) any Person directly or indirectly owning, controlling, or holding with the power to vote 10.0% or more of the outstanding voting securities of such other Person; (iii) any legal entity for which such Person acts as an executive officer, director, trustee, or general partner; (iv) any Person 10.0% or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held, with power to vote, by such other Person; and (v) any executive officer, director, trustee, or general partner of such other Person. An entity shall not be deemed to control or be under common control with a program sponsored by the sponsor of the Company unless (A) the entity owns 10.0% or more of the voting equity interests of such program or (B) a majority of the Board (or equivalent governing body) of such program is composed of Affiliates of the entity. Average Invested Assets means, for a specified period, the average of the aggregate book value of the assets of the Company invested, directly or indirectly, in Investments before reserves for depreciation or bad debts or other similar non-cash reserves, computed by taking the average of such values at the end of each month during such period. Base Management Fee has the meaning set forth in Section 8. Board means the board of directors of the Company, as of any particular time. Bylaws mean the bylaws of the Company, as amended from time to time. Cause means, with respect to the termination of this Agreement, (i) fraud, criminal conduct, willful misconduct or breach of fiduciary duty by the Adviser, (ii) a material breach of this Agreement by the Adviser, or (iii) a failure by the Adviser to dedicate the personnel and financial resources necessary to effectively manage the Company, or perform its respective duties and obligations hereunder or (iv) a sustained material degradation in the brand or reputation of the Advisers parent and sponsor, Franklin Square Holdings, L.P. Charter means the articles of incorporation of the Company, as amended from time to time. Code means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto. Reference to any provision of the Code shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted by any applicable regulations as in effect from time to time. Company means FS Credit Real Estate Income Trust, Inc., a corporation organized under the laws of the State of Maryland. Cost of Investments means the sum of: (i) with respect to the acquisition or origination of a Loan or other permitted investment to be wholly owned, directly or indirectly, by the Company, the amount actually paid or allocated to fund the acquisition, origination, development, construction or improvement of the Loan or other permitted investment, inclusive of expenses associated with such Loan or other permitted investment and the amount of any debt associated with, or used to fund the investment in, such Loan or other permitted investment; and (ii) with respect to the acquisition or origination of a Loan or other permitted investment through any Joint Venture, the portion of the amount actually paid or allocated to fund the acquisition, origination, development, construction or improvement of the Loan or other permitted investment, inclusive of expenses associated with such Loan or other permitted investment and expenses of the Joint Venture, plus the amount of any debt associated with, or used to fund the investment in, such Loan or other permitted investment that is attributable to the Companys investment in such Joint Venture. Dealer Manager means FS Investment Solutions, LLC, a Delaware limited liability company, or such other Person or entity selected by the Board to act as dealer manager for any Offering. Dealer Manager Fees has the meaning set forth in the Charter. Disposition Expenses means any and all expenses incurred by the Company, the Adviser, the Sub-Adviser or any of their Affiliates in connection with

DEFINITIONS from Amended and Restated

THIS SECOND AMENDED AND RESTATED SUB-ADVISORY AGREEMENT (this "Agreement"), dated as of March 17, 2017, is entered into by and among Colony NorthStar - N Luxembourg S.a.r.l., a Luxembourg societe a responsabilite limitee (the "Colony NorthStar Sub-Advisor"), CNI NS/RXR Advisors, LLC, a Delaware limited liability company and the successor NSAM J-NS/RXR Ltd (the "Advisor"), RXR NTR Sub-Advisor LLC, a Delaware limited liability company (the "Sub-Advisor"), and only with respect to the obligations pursuant to Articles 4, 5, 9, 16, 17 and 19 and Sections 3.04, 8.03 and 20.03, NorthStar/RXR New York Metro Real Estate, Inc., a Maryland corporation (the "Company"), and only with respect to Article 17 and Section 20.03, NorthStar/RXR Operating Partnership, LP, a Delaware limited partnership (the "Operating Partnership"). Capitalized terms used herein shall have the meanings ascribed to them in Article 1 below.

DEFINITIONS. As used in this Agreement, the following terms shall have the meanings specified below:Acquisition Expenses means any and all expenses incurred by the Company, the Operating Partnership, the Advisor, the Colony NorthStar Sub-Advisor, the Sub-Advisor or any of their Affiliates in connection with the selection or acquisition of any Investments, whether or not acquired or originated, as applicable, including, without limitation, legal fees and expenses, travel and communications expenses, costs of appraisals, nonrefundable option payments on properties or other investments not acquired, accounting fees and expenses, title insurance premiums and the costs of performing due diligence.Advisor means: (i) NSAM J-NS/RXR Ltd, a Jersey limited company; or (ii) any successor advisor to the Company.Advisor Entities has the meaning set forth in the Advisory Agreement.Advisor's Investment Committee means the committee of the board of directors of the Advisor charged with the management and decision making functions of the Advisor (subject to the terms of the Advisory Agreement) in respect of the Investments.Advisory Agreement has the meaning set forth in the Recitals.Affiliate has the meaning set forth in the Advisory Agreement.Agreement means this Amended and Restated Sub-Advisory Agreement, as amended, modified, supplemented or restated from time to time, as the context requires.Asset Management Fee has the meaning set forth in the Advisory Agreement.Average Invested Assets means, for a specified period, the average of the aggregate book value of the assets of the Company invested, directly or indirectly, in Investments before reserves NY 246401230v5for depreciation or bad debts or other similar non-cash reserves, computed by taking the average of such values at the end of each month during such period.Board means the board of directors of the Company, as of any particular time.Bylaws mean the bylaws of the Company, as amended from time to time.Cause means with respect to the termination of this Agreement, (i) fraud, criminal conduct, misconduct, negligence or breach of fiduciary duty by the Sub-Advisor, (ii) a material breach of this Agreement by the Sub-Advisor, (iii) an RXR Member Default under the NS/RXR Strategic Agreement which has not been cured within 90 days of such RXR Member Default, or (iv) an RXR Removal Event under the NS/RXR Strategic Agreement.Charter means the articles of incorporation of the Company, as amended from time to time.Code means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto. Reference to any provision of the Code shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted by any applicable regulations as in effect from time to time.Colony NorthStar Sub-Advisor means (i) Colony NorthStar - N Luxembourg S.a.r.l., a Luxembourg societe a responsabilite limitee, or (ii) any successor sub-advisor which enters into similar arrangements with the Advisor and is bound by the terms of this Agreement or similar agreement.Colony NorthStar Sub-Advisory Agreement has the meaning set forth in the Recitals.Company means NorthStar/RXR New York Metro Real Estate, Inc., a corporation organized under the laws of the State of Maryland.Confidential Information has the meaning set forth in Section 8.03.Construction Fee means a fee or other remuneration for acting as general contractor and/or construction manager to construct improvements, supervise and coordinate projects or provide major repairs or rehabilitations on a Property.Delegate has the meaning set forth in Section 12.02.Delegated Functions has the meaning set forth in Section 12.02.NY 246401230v5Development Fee means a fee for the packaging of a Property, including the negotiation and approval of plans, and any assistance in obtaining zoning and necessary variances and financing for a specific Property, either initially or at a later date.Disclosure Event has the meaning set forth in Section 8.03.Effective Date means March 17, 2017, the effective date of this Agreement.Excess Amount has the meaning set forth in Section 5.02.Expense Year has the meaning set forth in Section 5.02.FINRA means the Financial Industry Regulatory Authority, Inc.GAAP means generally accepted accounting principles as in effect in the United States of America from time to time.Governmental Authority means any nation or government, any state, province or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administration functions of or pertaining to government, or any government authority, agency, department, board, tribunal, commission or instrumentality of the United States, any foreign government, any state of the United States, or any municipality or other political subdivision thereof, and any court, tribunal, mediator or arbitrator(s) of competent jurisdiction, and any governmental or non-govern

DEFINITIONS from Amended and Restated

SunTrust Banks, Inc. is the parent corporation in a controlled group that currently includes various subsidiaries and affiliated companies. SunTrust Banks, Inc. is sometimes referred to as the Company and/or the Plan sponsor. The Company and its controlled group members that adopt the Plan are referred to as Employers. SunTrust Banks, Inc. was formed as of July 1, 1985, with the merger of Sun Banks, Inc. and Trust Company Bank (successor to Trust Company of Georgia). The qualified defined contribution plans maintained by each company were merged to form the SunTrust Banks, Inc. Employee Stock Ownership Plan (the Plan), effective as of January 1, 1989. The Plan was renamed the SunTrust Banks, Inc. 401(k) Plan effective January 1, 1993.

DEFINITIONS. As used in the Plan, the following words and phrases and any derivatives thereof have the meanings set forth below unless the context clearly indicates otherwise. Definitions of other words and phrases are set forth throughout the Plan. Section references indicate sections of the Plan unless otherwise stated. The masculine pronoun includes the feminine, and the singular number includes the plural and the plural the singular, whenever applicable.1.1Accounts means the records the Committee maintains to record the Contributions and attributable gains/losses/expenses allocated to each Participant, and withdrawals and distributions, for accounting purposes only. The Committee will not segregate Plan assets among Accounts.(a)Employer Contribution Account means one or more of the following Accounts, which are funded by the Employers:(1)Matching Account means the Account to record Matching Contributions allocated to a Participant under Section 3.2.(2)Non-Matching Account means the Account to record the balance transferred to this Plan on a Participant's behalf, as a result of the merger of the Sun Banks, Inc. Employee Stock Ownership Plan and the Trust Company of Georgia Tax-Credit Employee Stock Ownership Plan, or any other merger.(3)Merged Plan Account (or Prior Employer Account) means an Account that was transferred to this Plan as part of a Merged Plan and that was funded with Employer Contributions.(4)Discretionary Contribution Account means the Account to record Employer Discretionary Contributions allocated to a Participant under Section 3.2.(b)Employee Contribution Account means one of more of the following Accounts, which are funded by Employee Contributions, and are fully vested at all times.(1)Before-Tax Account means an Account to record the Elective Deferrals that a Participant makes on a before-tax basis under Section 3.1. The Before-Tax Account also will record the Catch-Up Contributions made by eligible Participants (age 50 or older) under Section 3.1.(2)Designated Roth Account (or Roth Account) means an Account to record after-tax contributions that a Participant designates as Roth Contributions and makes under Section 3.1 in lieu of Elective Deferrals, which are aggregated with Elective Deferrals for purposes of the Code Section 402(g) limit, Matching Contributions, and the Code Section 415 limit. The Designated Roth Account also will record after-tax Catch-Up Contributions designated as Roth Contributions.(3)After-Tax Account means an Account to record the amounts that a Participant previously contributed on an after-tax basis to a Merged Plan. This Plan does not permit after-tax contributions other than Designated Roth Contributions effective January 1, 2011.(4)Rollover Contribution Account means an Account to record the before-tax amounts that a Participant rolled over to this Plan from another qualified retirement plan or conduit individual retirement account under Section 3.3.(5)Roth Rollover Account means an Account (or sub-Account) to record amounts that a Participant rolled over after 2010 from a Designated Roth Account in another employer's plan.1.2Acquisition Loan means a loan or other extension of credit to the Plan or to the Company on behalf of the Plan, the proceeds of which are used only to purchase Employer Stock or to repay a previous Acquisition Loan.1.3After-Tax Account. See the definition of After-Tax Contribution within the definition of Accounts.1.4Annual Addition Limit means the limit on the sum of all Contributions allocated to a Participant's Accounts for a Plan Year, which cannot exceed the lesser of (a) a statutory limit, which is $53,000 for the 2016 Plan Year, and is indexed to the CPI in $1,000 increments under Code Section 415, or (b) 100% of his/her Compensation for the Plan Year. See Subsection 7.2(a).1.5Automatic Enrollee (also called Auto-Enrollee) means any Employee who has been automatically enrolled in the Plan under Section 2.1(i). After an Auto-Enrollee elects any change in his/her Automatic Enrollment Percentage, the Plan will no longer treat him/her as an Auto-Enrollee.1.6Automatic Enrollment Percentage (also called Auto-Percentages) means the percentage of Compensation that the Plan automatically and uniformly defers before-tax for all Auto-Enrollees, until they elect to defer (before-tax) and/or contribute (after-tax) a different percentage. The Plan uniformly increases the Auto-Percentages at the beginning of each Auto-Enrollee's Employment anniversary year. The uniform Auto-Percentages are: (a) 3% for the first year (12 months) of participation, (b) 4% for the second year of participation (months 13 - 24), (c) 5% for the third year of participation (months 25 - 36), and (d) 6% for the fourth year and each subsequent year of participation (months 37 and forward).1.7Before-Tax Account. See the definition of Before-Tax Account within the definition of Accounts.1.8Benefits Committee means, effective July 1, 2011, the Benefits Plan Committee, a non-Board ma

Definitions from Credit Agreement

AGREEMENT (this Agreement) dated as of February 8, 2017 among THE CLOROX COMPANY, the BANKS listed on the signature pages hereof, JPMORGAN CHASE BANK, N.A., CITIBANK, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agents, and CITIBANK, N.A., as Servicing Agent.

Definitions. The following terms, as used herein, have the following meanings: Absolute Rate Auction means a solicitation of Competitive Bid Quotes setting forth Competitive Bid Absolute Rates pursuant to Section 2.03. Additional Bank has the meaning set forth in Section 2.17(b). Administrative Agent means each of JPMorgan Chase Bank, N.A., Citibank, N.A. and Wells Fargo Bank, National Association, in its capacity as an administrative agent for the Banks hereunder, and its successors in such capacity. Administrative Questionnaire means, with respect to each Bank, an administrative questionnaire in the form prepared by the Servicing Agent, completed by such Bank and submitted to the Servicing Agent (with a copy to the Borrower). Agent means any of the Administrative Agents and the Servicing Agent, and Agents means any two or more of the foregoing, as the context may require. Agreement has the meaning set forth in the preamble. Anti-Corruption Laws means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its affiliates from time to time concerning or relating to bribery or corruption. Applicable Lending Office means, with respect to any Bank, (i) in the case of its Base Rate Loans, its Domestic Lending Office, (ii) in the case of its Euro-Dollar Loans, its Euro-Dollar Lending Office and (iii) in the case of its Competitive Bid Loans, its Competitive Bid Lending Office. Applicable Margin means (i) with respect to any Base Rate Loan, the applicable rate per annum determined in accordance with the Pricing Schedule and (ii) with respect to any Euro-Dollar Loan, the applicable rate per annum determined in accordance with the Pricing Schedule; provided that at any time at which an Event of Default shall have occurred and be continuing, the Applicable Margin determined as set forth above shall be increased by 2.00% per annum if, at the direction of the Required Banks, the Servicing Agent shall have given written notice thereof to the Borrower, and provided further that upon such notice, such increase will be effective as of the date of occurrence of such Event of Default and such increase will be effective (without notice) upon acceleration of the Loans. Assignment and Assumption means an assignment and assumption entered into by a Bank and an Eligible Assignee (with the consent of any party whose consent is required by Section 9.06), and accepted by the Servicing Agent, in substantially the form of Exhibit E or any other form approved by the Servicing Agent. Bail-In Action means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution. Bail-In Legislation means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule. Bank means each bank or other financial institution listed on the signature pages hereof, each Person which becomes a Bank pursuant to Section 8.06 or 9.06(b), and their respective successors. Bank Insolvency Event means that (a) a Bank or its Parent is generally unable to pay its debts as they become due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment for the benefit of its creditors, or (b) such Bank or its Parent has become the subject of a Bail-In Action or a proceeding under any debtor relief law, or a receiver, trustee, conservator, intervenor or sequestrator or the like has been appointed for such Bank or its Parent, or such Bank or its Parent has taken any action in furtherance of or indicating its consent to or acquiescence in any such proceeding or appointment. Base Rate means, for any day, a rate per annum equal to the highest of (i) the Citibank Rate for such day, (ii) the sum of 1/2 of 1% plus the Federal Funds Rate for such day and (iii) the ICE Benchmark Administration Settlement Rate applicable to U.S. dollars for a period of one month (One Month LIBOR) plus 1.00% (for the avoidance of doubt, the One Month LIBOR for any day shall be based on the rate appearing on Reuters LIBOR01 Page (or other commercially available source providing such quotations as designated by the Servicing Agent from time to time) at approximately 11:00 a.m. London time on such day); provided that if One Month LIBOR is less than zero, such rate shall be deemed to be zero for purposes of this Agreement. Base Rate Loan means a Committed Loan which bears interest at the Base Rate pursuant to the applicable Notice of Committed Borrowing or Notice of Interest Rate Election or the provisions of Section 2.08(a) or Article 8. Benefit Arrangement means, at any time, an employee benefit plan within the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan and which is maintained or otherwise contributed

DEFINITIONS from Amended and Restated Advisory Agreement

THIS AMENDED AND RESTATED ADVISORY AGREEMENT (this "Agreement"), dated as of February 7, 2017 (the "Effective Date"), is entered into by and among NorthStar/RXR New York Metro Real Estate, Inc. (f/k/a NorthStar/RXR New York Metro Income, Inc.), a Maryland corporation (the "Company"), NorthStar/RXR Operating Partnership, LP, a Delaware limited partnership (the "Operating Partnership"), NSAM J-NS/RXR Ltd, a Jersey limited company (the "Advisor") and, solely in connection with the obligations set forth in Article 13, Colony NorthStar, Inc. (as successor to NorthStar Asset Management Group Inc.), a Maryland corporation ("Colony NorthStar"). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.

DEFINITIONS. As used in this Agreement, the following terms shall have the meanings specified below:Acquisition Expenses means any and all expenses, excluding Acquisition Fees incurred by the Company, the Operating Partnership, the Advisor, the Sub-Advisor or any of their Affiliates in connection with the selection or acquisition of any Investments, whether or not acquired or originated, as applicable, including, without limitation, legal fees and expenses, travel andNY 246322957v3communications expenses, costs of appraisals, nonrefundable option payments on properties or other investments not acquired, accounting fees and expenses, title insurance premiums and the costs of performing due diligence.Acquisition Fees means the fee payable to the Advisor pursuant to Section 8.01 plus all other fees and commissions, excluding Acquisition Expenses, paid by any Person to any Person, including the Sub-Advisor, in connection with making or investing in any Investments or the purchase, development or construction of any Property by the Company. Included in the computation of such fees or commissions shall be any real estate commission, selection fee, Development Fee, Construction Fee, nonrecurring management fee, loan fees or points or any fee of a similar nature, however designated. Excluded shall be development fees and construction fees paid to Persons not Affiliated with the Advisor in connection with the actual development and construction of a Property.Advisers Act has the meaning set forth in Article 15.Advisor means: (i) NSAM J-NS/RXR Ltd, a Jersey limited company; or (ii) any successor advisor to the Company.Advisor Entities means the Advisor and the Sub-Advisor.Affiliate or Affiliated means with respect to any Person: (i) any Person directly or indirectly controlling, controlled by, or under common control with such other Person; (ii) any Person directly or indirectly owning, controlling, or holding with the power to vote 10.0% or more of the outstanding voting securities of such other Person; (iii) any legal entity for which such Person acts as an executive officer, director, trustee, or general partner; (iv) any Person 10.0% or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held, with power to vote, by such other Person; and (v) any executive officer, director, trustee, or general partner of such other Person. An entity shall not be deemed to control or be under common control with a program sponsored by the sponsor of the Company unless (A) the entity owns 10.0% or more of the voting equity interests of such program or (B) a majority of the Board (or equivalent governing body) of such program is composed of Affiliates of the entity.Asset Management Fee means the fees payable to the Advisor pursuant to Section 8.02.Average Invested Assets means, for a specified period, the average of the aggregate book value of the assets of the Company invested, directly or indirectly, in Investments before reserves for depreciation or bad debts or other similar non-cash reserves, computed by taking the average of such values at the end of each month during such period.Board means the board of directors of the Company, as of any particular time.Bylaws means the bylaws of the Company, as amended from time to time.Cause means with respect to the termination of this Agreement, fraud, criminal conduct, misconduct, negligence or breach of fiduciary duty by the Advisor, or a material breach of this Agreement by the Advisor.NY 246322957v3Charter means the articles of incorporation of the Company, as amended from time to time.Code means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto. Reference to any provision of the Code shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted by any applicable regulations as in effect from time to time.Colony NorthStar means Colony NorthStar, Inc., a corporation organized under the laws of the State of Maryland.Company means NorthStar/RXR New York Metro Real Estate, Inc., a corporation organized under the laws of the State of Maryland.Construction Fee means a fee or other remuneration for acting as general contractor and/or construction manager to construct improvements, supervise and coordinate projects or provide major repairs or rehabilitations on a Property.Contract Sales Price means the total consideration received by the Company for the Sale, partial Sale or syndication of an Investment.Cost of Investments means the sum of: (i) with respect to the acquisition or origination of a Property, Loan or other permitted investment to be wholly owned, directly or indirectly, by the Company, the amount actually paid or allocated to fund the acquisition, origination, development, construction or improvement of the Property, Loan or other permitted investment, inclusive of expenses associated with such Property, Loan or other permitted

DEFINITIONS from Advisory Agreement

THIS ADVISORY AGREEMENT (this Agreement), dated as of [*], 2017 (the Effective Date), is entered into by and among Rodin Global Property Trust, Inc., a Maryland corporation (the Company), Rodin Global Property Trust Operating Partnership, L.P., a Delaware limited partnership (the Operating Partnership), Rodin Global Property Advisors, LLC, a Delaware limited liability company (the Advisor) and, solely in connection with the obligations set forth in Article 13, Cantor Fitzgerald Investors, LLC, a Delaware limited liability company (the Sponsor). Capitalized terms used herein shall have the meanings ascribed to them in Article 1 below.

DEFINITIONS. As used in this Agreement, the following terms shall have the meanings specified below: Acquisition Expenses means any and all expenses incurred by the Company, the Operating Partnership, the Advisor or any of their Affiliates in connection with the selection, evaluation, acquisition, origination or development of any Investments, whether or not acquired or originated, as applicable, including, without limitation, legal fees and expenses, travel and communications expenses, costs of appraisals, surveys and environmental site assessments, nonrefundable option payments on properties or other investments not acquired, accounting fees and expenses, title insurance premiums, and the costs of performing due diligence. Advisor means: (i) Rodin Global Property Advisors, LLC, a Delaware limited liability company; or (ii) any successor advisor to the Company. Affiliate or Affiliated means with respect to any Person: (i) any Person directly or indirectly owning, controlling or holding, with the power to vote, ten percent or more of the outstanding voting securities of such other Person; (ii) any Person ten percent or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with the power to vote, by such other Person; (iii) any Person directly or indirectly controlling, controlled by or under common control with such other Person; (iv) any executive officer, director, trustee or general partner of such other Person; and (v) any legal entity for which such Person acts as an executive officer, director, trustee or general partner. An entity shall not be deemed to control or be under common control with a program sponsored by the Sponsor unless (A) the entity owns ten percent or more of the voting equity interests of such program or (B) a majority of the Board (or equivalent governing body) of such program is composed of Affiliates of the entity. Asset Management Fee means the fees payable to the Advisor pursuant to Section 8.01. Average Invested Assets means, for a specified period, the average of the aggregate book value of the assets of the Company invested, directly or indirectly, in Investments before reserves for depreciation or bad debts or other similar non-cash reserves, computed by taking the average of such values at the end of each month during such period. Board means the board of directors of the Company, as of any particular time. Bylaws means the bylaws of the Company, as amended from time to time. Cause means with respect to the termination of this Agreement, fraud, criminal conduct, willful misconduct, gross negligence or breach of fiduciary duty by the Advisor, or a material breach of this Agreement by the Advisor, which has not been cured within thirty (30) days after written notice thereof. Charter means the articles of incorporation of the Company, as amended from time to time. Class A Shares means the Class A shares of the Companys common stock, par value $0.01 per share, offered pursuant to the Offering. Class I Shares means the Class I shares of the Companys common stock, par value $0.01 per share, offered pursuant to the Offering. Class T Shares means the Class T shares of the Companys common stock, par value $0.01 per share, offered pursuant to the Offering. Code means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto. Reference to any provision of the Code shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted by any applicable regulations as in effect from time to time. Company means Rodin Global Property Trust, Inc., a corporation organized under the laws of the State of Maryland. Contract Sales Price means the total consideration received by the Company for the sale of an Investment. Cost of Investments means the sum of: (i) with respect to the acquisition or origination of a Property, Loan or other permitted investment to be wholly owned, directly or indirectly, by the Company, the amount actually paid or allocated to fund the acquisition, origination, development, construction or improvement of the Property, Loan or other permitted investment, inclusive of expenses associated with such Property, Loan or other permitted investment and the amount of any debt associated with, or used to fund the investment in, such Property, Loan or other permitted investment; and (ii) with respect to the acquisition or origination of a Property, Loan or other permitted investment through any Joint Venture, the portion of the amount actually paid or allocated to fund the acquisition, origination, development, construction or improvement of the Property, Loan or other permitted investment, inclusive of expenses associated with such Property, Loan or other permitted investment and expenses of the Joint Venture, plus the amount of any debt associated with, or used to fund the investment in, such Property, Loan or other permitted investment th

DEFINITIONS from Retirement Plan

Effective November 11, 2009, Employers Mutual Casualty Company ("Company") established the Employers Mutual Casualty Company Defined Contribution Supplemental Executive Retirement Plan ("Plan").

DEFINITIONS. 2.1Account. Account means a bookkeeping account maintained by the Committee to record the payment obligation of the Company to a Participant as determined under the terms of the Plan. Reference to an Account means any such Account established by the Committee, as the context requires. Accounts are intended to constitute unfunded obligations within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.2.2Account Balance. Account Balance means, with respect to the Account, the total payment obligation owed to a Participant from such Account as of the most recent Valuation Date.2.3Beneficiary. Beneficiary means a natural person, estate, or trust designated by a Participant to receive payments to which a Beneficiary is entitled in accordance with provisions of the Plan. The Participant's Beneficiary election shall be the election on file under the Deferred Compensation Excess Plan election on file. The Participant's spouse, if living, otherwise the Participant's estate, shall be the Beneficiary if: (i) the Participant has failed to properly designate a Beneficiary, or (ii) all designated Beneficiaries on file under the Deferred Compensation Excess Plan have predeceased the Participant.2.4Business Day. Business Day means each day on which the New York Stock Exchange is open for business.2.5Code. Code means the Internal Revenue Code of 1986, as amended from time to time.2.6Code Section 409A. Code Section 409A means section 409A of the Code, and regulations and other guidance issued by the Treasury Department and Internal Revenue Service thereunder.2.7Committee. Committee means a committee of the Human Resources Department of Employers Mutual Casualty Company, which shall include the Sr. Vice President of Human Resources and/or the Benefits Manager.2.8Company. Company means Employers Mutual Casualty Company.2.9Company Contribution. Company Contribution means a credit to a Participant's Account in accordance with the provisions of Article IV of the Plan. Company Contributions are credited at the sole discretion of the Company and the fact that a Company Contribution is credited in one year shall not obligate the Company to continue to make such Company Contribution in subsequent years. 2.10Compensation. Compensation means only a Participant's base salary without Short Term Incentives and Long-Term Incentives, and any such other cash or equity-based amount (if any) approved by the Committee. 2.11Compensation Deferral Agreement. Compensation Deferral Agreement means the agreement under the Deferred Compensation Excess Plan between a Participant and the Company that specifies: (i) the Payment Schedule applicable to the Retirement/Termination Account.2.12Death Benefit. Death Benefit means the benefit payment under the Plan to a Participant's Beneficiary(ies) upon the Participant's death as provided in Section 5.3 of the Plan.2.13Deferred Compensation Excess Plan. Deferred Compensation Excess Plan means the Employers Mutual Casualty Company Board and Executive Nonqualified Excess Plan.2.14Disability Benefit. Disability Benefit means the benefit payable under the Plan to a Participant in the event such Participant is determined to be Disabled as provided in Section 5.2 of the Plan.2.15Disabled. Disabled means that a Participant is, due to any medically determinable physical or mental impairment, which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. The Committee shall determine whether a Participant is Disabled in accordance with Code Section 409A provided, however, that a Participant shall be deemed to be Disabled if determined to be totally Disabled by the Social Security Administration, or if the Participant is determined to be Disabled under the Company's Disability Plan.2.16Earnings. Earnings mean a positive or negative adjustment to the value of an Account, based upon the allocation of the Account by the Participant among deemed investment options in accordance with Article VIII.2.17Effective Date. Effective Date means November 11, 2009.2.18Eligible Employee. Eligible Employee means a select group of designated officers within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, as determined by the Committee from time to time in its sole discretion.2.19ERISA. ERISA means the Employer Retirement Income Security Act of 1974, as amended from time to time.2.20Normal Retirement Age. Normal Retirement Age is January 1 after age 65.2.21Participant. Participant means an Eligible Employee according to Section 3.1 and any other person with an Account Balance greater than zero, regardless of whether such individual continues to be an Eligible Employee. A Participant's continued participation in the Plan shall be governed by Section 3.2 of the Plan.2.22Payment Schedule. Payment schedule means the date as which payment of the Account under the Plan will commence and the form in which payment of such Account will be made.2.23Plan. Generall

DEFINITIONS from Amended and Restated

THIS AMENDED AND RESTATED SUB-ADVISORY AGREEMENT (this "Agreement"), dated as of October 19, 2016, is entered into by and among NSAM Luxembourg S.a.r.l., a Luxembourg societe a responsabilite limitee (the "NSAM Sub-Advisor"), NSAM J-NS/RXR Ltd, a Jersey limited company (the "Advisor"), RXR NTR Sub-Advisor LLC, a Delaware limited liability company (the "Sub-Advisor"), and only with respect to the obligations pursuant to Articles 4, 5, 9, 16, 17 and 19 and Sections 3.04, 8.03 and 20.03, NorthStar/RXR New York Metro Real Estate, Inc., a Maryland corporation (the "Company"), and only with respect to Article 17 and Section 20.03, NorthStar/RXR Operating Partnership, LP, a Delaware limited partnership (the "Operating Partnership"). Capitalized terms used herein shall have the meanings ascribed to them in Article 1 below.

DEFINITIONS. As used in this Agreement, the following terms shall have the meanings specified below:Acquisition Expenses means any and all expenses, excluding Acquisition Fees incurred by the Company, the Operating Partnership, the Advisor, the NSAM Sub-Advisor, the Sub-Advisor or any of their Affiliates in connection with the selection or acquisition of any Investments, whether or not acquired or originated, as applicable, including, without limitation, legal fees and expenses, travel and communications expenses, costs of appraisals, nonrefundable option payments on properties or other investments not acquired, accounting fees and expenses, title insurance premiums and the costs of performing due diligence.Acquisition Fees means the fee payable to the Advisor Entities pursuant to Section 8.01 of the Advisory Agreement and to the Sub-Advisor pursuant to Section 4.01 hereof plus all other fees and commissions, excluding Acquisition Expenses, paid by any Person to any Person in connection with the making or investing in any Investments or the purchase, development or construction of any Property by the Company. Included in the computation of such fees or commissions shall be any real estate commission, selection fee, Development Fee, Construction Fee, nonrecurring management fee, loan fees or points or any fee of a similar nature, however designated. Excluded shall be development fees and constructions fees paid to Persons not Affiliated with the Advisor, the NSAM Sub-Advisor or the Sub-Advisor in connection with the actual development and construction of a Property.Advisor means: (i) NSAM J-NS/RXR Ltd, a Jersey limited company; or (ii) any successor advisor to the Company.Advisor Entities has the meaning set forth in the Advisory Agreement.Advisor's Investment Committee means the committee of the board of directors of the Advisor charged with the management and decision making functions of the Advisor (subject to the terms of the Advisory Agreement) in respect of the Investments.Advisory Agreement has the meaning set forth in the Recitals.Affiliate has the meaning set forth in the Advisory Agreement.Agreement means this Amended and Restated Sub-Advisory Agreement, as amended, modified, supplemented or restated from time to time, as the context requires.Asset Management Fee has the meaning set forth in the Advisory Agreement.Average Invested Assets means, for a specified period, the average of the aggregate book value of the assets of the Company invested, directly or indirectly, in Investments before reserves for depreciation or bad debts or other similar non-cash reserves, computed by taking the average of such values at the end of each month during such period.Board means the board of directors of the Company, as of any particular time.Bylaws mean the bylaws of the Company, as amended from time to time.Cause means with respect to the termination of this Agreement, (i) fraud, criminal conduct, misconduct, negligence or breach of fiduciary duty by the Sub-Advisor, (ii) a material breach of this Agreement by the Sub-Advisor, (iii) an RXR Member Default under the NS/RXR Strategic Agreement which has not been cured within 90 days of such RXR Member Default, or (iv) an RXR Removal Event under the NS/RXR Strategic Agreement.Charter means the articles of incorporation of the Company, as amended from time to time.Code means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto. Reference to any provision of the Code shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted by any applicable regulations as in effect from time to time.Company means NorthStar/RXR New York Metro Real Estate, Inc., a corporation organized under the laws of the State of Maryland.Confidential Information has the meaning set forth in Section 8.03.Construction Fee means a fee or other remuneration for acting as general contractor and/or construction manager to construct improvements, supervise and coordinate projects or provide major repairs or rehabilitations on a Property.Delegate has the meaning set forth in Section 12.02.Delegated Functions has the meaning set forth in Section 12.02.Development Fee means a fee for the packaging of a Property, including the negotiation and approval of plans, and any assistance in obtaining zoning and necessary variances and financing for a specific Property, either initially or at a later date.Disclosure Event has the meaning set forth in Section 8.03.Disposition Fee has the meaning set forth in the Advisory Agreement.Effective Date has the meaning set forth in the Preamble.Excess Amount has the meaning set forth in Section 5.02.Expense Year has the meaning set forth in Section 5.02.FINRA means the Financial Industry Regulatory Authority, Inc.GAAP means generally accepted accounting principles as in effect in the United States of America from time to time.Governmental Authority means any nation