January 1, 2006 Uses in DEFINITIONS Clause

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 Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT dated September 7, 2016 (this Agreement) is entered into by and among Westlake Chemical Corporation, a Delaware corporation (the Company), the guarantors listed in Schedule 1 hereto (the Initial Guarantors), and Deutsche Bank Securities Inc. and Goldman, Sachs & Co., as dealer managers (the Dealer Managers).

Definitions. As used in this Agreement, the following terms shall have the following meanings: Additional Guarantor shall mean any subsidiary of the Company that executes a Guarantee under the Indenture after the date of this Agreement. Agreement shall have the meaning set forth in the preamble. Axiall shall have the meaning set forth in the preamble. Axiall Indentures shall have the meaning set forth in the preamble. Business Day shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed. Closing Date means September 7, 2016. Dealer Managers shall have the meaning set forth in the preamble. Dealer Manager Agreement shall have the meaning set forth in the preamble. Company shall have the meaning set forth in the preamble and shall also include the Companys successors. Exchange Act shall mean the Securities Exchange Act of 1934, as amended from time to time. Exchange Dates shall have the meaning set forth in Section 2(a)(ii) hereof. Exchange Offer shall mean the exchange offer by the Company and the Guarantors of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof. Exchange Offer Registration shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof. Exchange Offer Registration Statement shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein. Exchange Securities shall mean unsecured senior notes issued by the Company and guaranteed by the Guarantors under the Indenture containing terms identical to the Securities (except that the Exchange Securities will not be subject to restrictions on transfer or to any increase in annual interest rate for failure to comply with this Agreement) and to be offered to Holders of Securities in exchange for Securities pursuant to the Exchange Offer. FINRA means the Financial Industry Regulatory Authority, Inc. Free Writing Prospectus means each free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or on behalf of the Company or used or referred to by the Company in connection with the sale of the Securities or the Exchange Securities. Guarantees shall mean the guarantees of the Securities and guarantees of the Exchange Securities by the Guarantors under the Indenture. Guarantors shall mean the Initial Guarantors, any Additional Guarantors and any Guarantors successor that Guarantees the Securities; provided, however, that a Guarantor shall no longer be bound by the terms and provisions of this Agreement at such time as such Guarantor ceases to guarantee the Securities. Holders shall mean the holders of Registrable Securities, and each of their successors, assigns and direct and indirect transferees who become owners of Registrable Securities under the Indenture; provided that, for purposes of Section 4 and Section 5 hereof, the term Holders shall include Participating Broker-Dealers. Indemnified Person shall have the meaning set forth in Section 5(c) hereof. Indemnifying Person shall have the meaning set forth in Section 5(c) hereof. Indenture shall mean the Indenture relating to the Securities dated as of January 1, 2006 among the Company, the subsidiary guarantors party thereto and JPMorgan Chase Bank, National Association, as trustee, as amended and supplemented by a ninth supplemental indenture to be dated as of September 7, 2016, among the Company, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as successor in interest to JPMorgan Chase Bank, National Association, as trustee, and as the same may be further amended from time to time in accordance with the terms thereof. Inspector shall have the meaning set forth in Section 3(a)(xiv) hereof. Issuer Information shall have the meaning set forth in Section 5(a) hereof. Majority Holders shall mean the Holders of a majority of the aggregate principal amount of the outstanding Registrable Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, any Registrable Securities owned directly or indirectly by the Company or any of its affiliates shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount; and provided, further, that if the Company shall issue any additional Securities under the Indenture prior to consummation of the Exchange Offer or, if applicable, the effectiveness of any Shelf Registration Statement, such additional Securities and the Registrable Securities to which this Agreement relates shall be treated together as one class for purposes of determining whether the

Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT dated August 10, 2016 (this Agreement) is entered into by and among Westlake Chemical Corporation, a Delaware corporation (the Company), the guarantors listed in Schedule 1 hereto (the Initial Guarantors), and Deutsche Bank Securities Inc. and Goldman, Sachs & Co., as representatives (the Representatives) of the several initial purchasers (the Initial Purchasers) named in the Purchase Agreement (as defined below).

Definitions. As used in this Agreement, the following terms shall have the following meanings: Additional Guarantor shall mean any subsidiary of the Company that executes a Guarantee under the Indenture after the date of this Agreement. Business Day shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed. Closing Date means August 10, 2016. Company shall have the meaning set forth in the preamble and shall also include the Companys successors. Exchange Act shall mean the Securities Exchange Act of 1934, as amended from time to time. Exchange Dates shall have the meaning set forth in Section 2(a)(ii) hereof. Exchange Offer shall mean the exchange offer by the Company and the Guarantors of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof. Exchange Offer Registration shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof. Exchange Offer Registration Statement shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein. Exchange Securities shall mean unsecured senior notes issued by the Company and guaranteed by the Guarantors under the Indenture containing terms identical to the Securities (except that the Exchange Securities will not be subject to restrictions on transfer or to any increase in annual interest rate for failure to comply with this Agreement) and to be offered to Holders of Securities in exchange for Securities pursuant to the Exchange Offer. FINRA means the Financial Industry Regulatory Authority, Inc. Free Writing Prospectus means each free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or on behalf of the Company or used or referred to by the Company in connection with the sale of the Securities or the Exchange Securities. Guarantees shall mean the guarantees of the Securities and guarantees of the Exchange Securities by the Guarantors under the Indenture. Guarantors shall mean the Initial Guarantors, any Additional Guarantors and any Guarantors successor that Guarantees the Securities; provided, however, that a Guarantor shall no longer be bound by the terms and provisions of this Agreement at such time as such Guarantor ceases to guarantee the Securities. Holders shall mean the Initial Purchasers, for so long as they own any Registrable Securities, and each of their successors, assigns and direct and indirect transferees who become owners of Registrable Securities under the Indenture; provided that, for purposes of Section 4 and Section 5 hereof, the term Holders shall include Participating Broker-Dealers. Indemnified Person shall have the meaning set forth in Section 5(c) hereof. Indemnifying Person shall have the meaning set forth in Section 5(c) hereof. Indenture shall mean the Indenture relating to the Securities dated as of January 1, 2006 among the Company, the subsidiary guarantors party thereto and JPMorgan Chase Bank, National Association, as trustee, as amended and supplemented by an eighth supplemental indenture to be dated as of August 10, 2016, among the Company, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as successor in interest to JPMorgan Chase Bank, National Association, as trustee, and as the same may be further amended from time to time in accordance with the terms thereof. Initial Purchasers shall have the meaning set forth in the preamble. Inspector shall have the meaning set forth in Section 3(a)(xiv) hereof. Issuer Information shall have the meaning set forth in Section 5(a) hereof. Majority Holders shall mean the Holders of a majority of the aggregate principal amount of the outstanding Registrable Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, any Registrable Securities owned directly or indirectly by the Company or any of its affiliates shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount; and provided, further, that if the Company shall issue any additional Securities under the Indenture prior to consummation of the Exchange Offer or, if applicable, the effectiveness of any Shelf Registration Statement, such additional Securities and the Registrable Securities to which this Agreement relates shall be treated together as one class for purposes of determining whether the consent or approval of Holders of a specified percentage of Registrable Securities has been obtained. Notice and Questionnaire shall mean a notice of registration statement and selling security holder questionnaire distrib

Definitions from Contribution Agreement

THIS CONTRIBUTION AGREEMENT, dated as of February 24, 2016 (the "Agreement"), is made and entered into by and among WGR Asset Holding Company LLC, a Delaware limited liability company ("WGRAH"), APC Midstream Holdings, LLC, a Delaware limited liability company ("AMH" and, together with WGRAH, the "Contributing Parties"), and Western Gas Partners, LP, a Delaware limited partnership (the "Partnership"), Western Gas Operating, LLC, a Delaware limited liability company ("Western Gas Operating") and WGR Operating, LP, a Delaware limited partnership (the "Operating Partnership" and, together with the Partnership and Western Gas Operating, the "Recipient Parties"). The Contributing Parties and the Recipient Parties are sometimes referred to in this Agreement each as a "Party" and collectively as the "Parties." In addition, Anadarko Petroleum Corporation, a Delaware corporation ("Anadarko"), is a party to this Agreement for the limited purposes set forth in Article II, Section 3.1, Section 3.

Definitions. "Affiliate" means, with respect to any Person, any other Person that, directly or indirectly, Controls, is Controlled by or is under common Control with, such specified Person through one or more intermediaries or otherwise; provided, however, that (a) with respect to each of the Anadarko Entities, including the Contributing Parties, the term "Affiliate" shall exclude the Partnership Entities, (b) with respect to each of the Partnership Entities, including the Recipient Parties, the term "Affiliate" shall exclude the Anadarko Entities, and (iii) Springfield shall be deemed to be an Affiliate of the Anadarko Entities before the Closing Date and an Affiliate of the Partnership Entities on and after the Closing Date. "Aggregate Consideration" has the meaning set forth in Section 9.8(a). "Agreement" has the meaning set forth in the preamble."AMH" has the meaning set forth in the preamble."Anadarko" has the meaning set forth in the preamble."Anadarko Entities" means Anadarko and any other Person Controlled by Anadarko other than the Partnership Entities. "Anadarko Indemnified Parties" has the meaning set forth in Section 9.2."Ancillary Documents" means, collectively, the Recipient Party Ancillary Documents and the Contributing Party Ancillary Documents."Business Day" means any day that is not a Saturday, Sunday or legal holiday in the State of Texas or a federal holiday in the United States. "Cash Consideration" means $712.5 million."Closing" has the meaning set forth in Section 3.1."Closing Date" has the meaning set forth in Section 3.1."Code" means the Internal Revenue Code of 1986, as amended, and the applicable Treasury Regulations."Contributing Parties" has the meaning set forth in the preamble."Contributing Party Ancillary Documents" means each agreement, document, instrument or certificate to be delivered by any Contributing Party, or any Affiliate thereof, at the Closing pursuant to Section 3.2 and each other document or contract entered into by any Contributing Party, or any Affiliate thereof, in connection with this Agreement or the Closing."Contributing Party Closing Certificate" has the meaning set forth in Section 7.2(c)."Control" means, where used with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, and the terms "Controlling" and "Controlled" have correlative meanings."COO Agreement" means the Agreement for the Construction, Ownership and Operation of Midstream Assets in Maverick, Dimmit, Webb and La Salle Counties, Texas, by and among Springfield, Eagle Ford MS LLC, SM Energy Company and Mitsui E&P Texas LP, which is effective (a) as to Springfield and SM Energy Company, on January 1, 2006, (b) as to Eagle Ford MS LLC, on May 24, 2011, and (c) as to Mitsui E&P Texas LP, on December 2, 2011, as amended by the First Amendment to Agreement for the Construction, Ownership, and Operation of Midstream Assets in Maverick, Dimmit, Webb and La Salle Counties, Texas among Springfield, Eagle Ford MS LLC, SM Energy Company and Mitsui E&P Texas LP, effective January 1, 2016, and which has not been further amended. "Deductible" has the meaning set forth in Section 9.8(a)."Effective Time" has the meaning set forth in Section 3.1."Environmental Activity" means any investigation, study, assessment, evaluation, sampling, testing, monitoring, containment, removal, disposal, closure, corrective action, remediation (regardless of whether active or passive), natural attenuation, restoration, bioremediation, response, repair, corrective measure, cleanup, pollution control or abatement that is required or necessary under any applicable Environmental Law, including institutional or engineering controls or participation in a governmental voluntary cleanup program to conduct voluntary investigatory and remedial actions for the clean-up, removal or remediation of Hazardous Substances that exceed actionable levels established pursuant to Environmental Laws, or participation in a supplemental environmental project in partial or whole mitigation of a fine or penalty."Environmental Laws" means all federal, state, and local laws, statutes, rules, regulations, orders, judgments, ordinances, codes, injunctions, decrees, Environmental Permits and other legally enforceable requirements and rules of common law relating to (i) pollution or protection of the environment or natural resources, (ii) any Release or threatened Release of, or any exposure of any Person or property to, any Hazardous Substances or (iii) the generation, manufacture, processing, distribution, use, treatment, storage, transport, disposal or handling of any Hazardous Substances; including the federal Comprehensive Environmental Response, Compensation and Liability Act, the Superfund Amendments and Reauthorization Act, the Resource Conservation and Recovery Act, the Clean Air Act, t

Definitions from Retirement Plan

WHEREAS, the Employer Companies have heretofore established this Retirement Plan for the benefits of their eligible employees, in order to provide benefits to those employees upon their retirement, disability, or death, effective as of September 1, 1961; and

Definitions. Whenever used herein, the following words shall have the meaning set forth below unless otherwise clearly required by the context:(a)Accrued Benefit means the monthly benefit defined in Section 5.2(a).(b)Actuarial Equivalent means:(i)General Optional Form of Payment. For purposes of determining the amount of an Optional Form of Benefit, a benefit having in the aggregate equality in value to the amounts expected to be received under the Normal Form of benefit payment based upon an interest rate of 6% and the 1983 GAM Mortality Table for Males for Participants and the 1983 GAM Mortality Table for Females for Beneficiaries and Alternate Payees.(ii)Special Rules Optional Form of Payment. Notwithstanding the foregoing, the following factors will apply to the Participants described below in determining the amount of the Optional Forms of Benefit described below:(A)Grandfathered Participants and Pre-2001 Benefits. For purposes of determining the amount payable to (I) any Grandfathered Participant or (II) any other Participant who had accrued a benefit under the Plan as of December 31, 2000 and who is not in pay status as of December 31, 2000, in the form of a Qualified Joint and Survivor Annuity, Joint and 50% Survivor Annuity or a Single Life Annuity with 120-Month Guarantee: (1)Qualified Joint and 50% Survivor Annuity. If the Optional Form of Benefit is a Qualified Joint and Survivor Annuity or a Joint and 50% Survivor Annuity the greater of (I) the amount determined under Section 1.1(b)(i) above or (II) the amount determined in accordance with paragraph (a) or (b) below: a.94 percent of the Participant's monthly benefit in the Normal Form increased (or decreased) by 0.5 percent for each year the Spouse's or Beneficiary's age is greater (or less) than the Participant's age, to a minimum of 82 percent if the Beneficiary is the Participant's Spouse (but no minimum shall apply if the Beneficiary is not the Participant's Spouse), and a maximum of 99 percent (without regard to whether the Beneficiary is the Participant's Spouse), if the Normal Form of the Participant's benefit is a Single Life Annuity with 120-Month Guarantee; andb.90 percent of the Participant's monthly benefit in the Normal Form increased (or decreased) by 0.5 percent for each year the Spouse's or Beneficiary's age is greater (or less) than the Participant's age, with no minimum but a maximum of 99 percent if the Normal Form of the Participant's benefit is a Single Life Only Annuity.(2)Single Life with 120-Month Guarantee. If the benefit is payable to a Participant described in Section 1.1(b)(ii)(A) with at least one Hour of Service as an Employee on or after January 1, 1992 in the form of a Single Life Annuity with 120-Month Guarantee, the greater of (I) the amount determined under Section 1.1(b)(i) above or (II) 95 percent of his or her monthly benefit payable in the Normal Form.(3)Adjustment for Certain Qualified Joint and Survivor Annuities. If the benefit is payable on or after January 1, 2007 to a Participant described in Section 1.1(b)(ii)(A) with at least one Hour of Service as an Employee on or after January 1, 1992 in the form of a Qualified Joint and Survivor Annuity, then the amount of the benefit determined under Section 1.1(b)(ii)(A) shall be increased by five percent (5%) or such greater percentage as is required to make the Qualified Joint and Survivor Annuity equivalent to the most valuable benefit available to such Participant if such Participant retires after age 65.(B)Grandfathered Overnite Participant. For purposes of determining the benefit payable to any Grandfathered Overnite Participant with an Annuity Starting Date occurring on or after January 1, 2006: (1)If the Optional Form of Payment is a Qualified Joint and Survivor Annuity or a Joint and 50% or 100% Survivor Annuity the greater of (A) the amount determined under Section 1.1(b)(i) above or (B) the amount determined using an interest rate of 7% and the UP 1984 Unisex Pension Mortality Table; (2)If the Optional Form of Benefit is a Social Security Leveling Option, the greater of (A) the amount determined under Section 1.1(b)(i) above, (B) the amount determined using an interest rate of 7% and the UP 1984 Unisex Pension Mortality Table or (C) the amount determined using the Applicable Interest Rate (determined as if the benefit commencement date is the date of distribution) and the Applicable Mortality Table.(C)Grandfathered Motor Cargo Participant. For purposes of determining the benefit payable to any Grandfathered Motor Cargo Participant with an Annuity Starting Date occurring on or after January 1, 2006:(1)If the Optional Form of Benefit is a Qualified Joint and Survivor Annuity, a Joint and 50% or 100% Survivor Annuity or a Five Year Certain and Life Annuity, the greater of (A) the amount determined under Section 1.1(b)(i) above or (B) the amount determined using an interest rate of 8% and the UP 1984 Unisex Pension Mortality Table;(2)For purposes of the adjustment

Definitions from Amended and Restated

Definitions. For purposes of the Plan, the following terms have the following meanings:"Account" means the account established to record a Participant's interest under the Plan attributable to amounts credited to the Participant pursuant to the Plan. The Account shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her Beneficiary, pursuant to the Plan."Annual Bonus" means any bonus which is awarded and payable by a Participating Employer to an Employee, provided that any such bonus shall provide for "performance-based compensation" within the meaning of Code Section 409A. "Base Salary" means the cash base salary payable by the Participating Employer to an Employee for service during the applicable Plan Year. Base Salary shall include any salary reduction contributions: (a) to cash or deferred arrangements under Code Section 401(k), (b) to a cafeteria plan under Code Section 125, or (c) to a nonqualified deferred compensation plan. Base Salary shall exclude any bonus compensation, commissions, reimbursements or other expense allowances, fringe benefits (cash and non-cash), moving expenses, income realized in connection with the exercise of a stock option or similar equity compensation, welfare benefits, employer credits or contributions to a nonqualified deferred compensation plan (other than salary reduction contributions as described above), or any additional cash compensation or compensation payable in a form other than cash. "Beneficiary" means any person or trust designated by a Participant in accordance with procedures adopted by the Plan Committee to receive the Participant's Account in the event of the Participant's death. If the Participant does not designate a Beneficiary, the Participant's Beneficiary is his or her spouse, or if there is no spouse, his or her estate."Class Year Deferrals" means, for each Plan Year beginning on or after January 1, 2006, but prior to January 1, 2010, the deferrals under Paragraph 5(b) below of a Participant's Base Salary for the Plan Year plus the deferral of any portion of the Participant's Annual Bonus earned for services rendered during the fiscal year of the Corporation ending during such Plan Year, including any related adjustments for deemed investments in accordance with Paragraph 5(d) below."Code" means the Internal Revenue Code of 1986, as amended from time to time, and includes any valid and binding governmental regulations, court decisions and other regulatory and judicial authority issued or rendered thereunder."Compensation Committee" means the committee of individuals who are serving from time to time as the Compensation Committee of the Board of Directors of Family Dollar Stores, Inc."Disability" means "disability" as defined under applicable laws for purposes of receiving Social Security benefits. "Eligible Employee" means an Employee designated as an Eligible Employee pursuant to Paragraph 5(a)."Employee" means a common law employee of a Participating Employer."Participant" means an Eligible Employee who has elected to defer compensation under the Plan as provided in Paragraph 5(b)."Participating Employer" means the Corporation and any other incorporated or unincorporated trade or business that adopts the Plan."Payment Sub-Account" means a portion of a Participant's Account established by the Plan Committee to facilitate the administration of distributions under the Plan, including without limitation Payment Sub-Accounts representing (i) each separate set of deferrals with respect to Plan Years on or after January 1, 2010, (ii) each separate set of Class Year Deferrals with respect to Plan Years on or after January 1, 2006 but prior to January 1, 2010, and (iii) each separate set of deferrals with respect to Plan Years before January 1, 2006."Plan Committee" means the Family Dollar Administrative Committee."Plan Year" means the calendar year."Savings Plan" means the Family Dollar Employee Savings and Retirement Plan and Trust, as in effect from time to time."Separation from Service" means a Participant's "separation from service" with the Participating Employers within the meaning of Code Section 409A and any related administrative policies of the Corporation.

Definitions from Amended and Restated Credit Agreement

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this Agreement) dated as of December 22, 2010 by and among ACADIA STRATEGIC OPPORTUNITY FUND II, LLC, a Delaware limited liability company (Borrower), ACADIA REALTY ACQUISITION II, LLC, a Delaware limited liability company (Managing Member), ACADIA INVESTORS II, INC., a Maryland corporation (Acadia Investors II), BANK OF AMERICA, N.A., successor by merger to Fleet National Bank (in its individual capacity and not as Administrative Agent, BofA; BofA and each other lender who may become a Lender pursuant to Section 10.10, each, a Lender and collectively, Lenders) and BANK OF AMERICA, N.A., as Administrative Agent for Lenders (together with its successors in such capacity, Administrative Agent).

Definitions. The following terms, as used herein, shall have the following meanings: Administrative Agents Counsel Schiff Hardin LLP, 900 Third Avenue, 23rd Floor, New York, New York 10022. Administrative Agents Office Administrative Agents Office as set forth on its signature page of this Agreement, or such other address in the United States as Administrative Agent may designate by notice to Borrower and Lenders. Adverse Investor Event Has the meaning given to such term in Section 2.14. Affiliate As to any Person, any other Person (other than a Subsidiary thereof) which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, control of a Person (including, with its correlative meanings, controlled by and under common control with) means the power, directly or indirectly, either to (a) vote 50% or more of the securities having ordinary voting power for the election of directors of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise. Aggregate Outstanding Extensions of Credit As to any Lender at any time, an amount equal to such Lenders Pro Rata Share of the sum of, without duplication, the aggregate Principal Amount plus the aggregate face amount of all Letters of Credit then outstanding plus the aggregate reimbursement obligations then outstanding. Allowable Construction Borrowing (i) Loan proceeds under loans to Albee Development LLC and/or Acadia-P/A Sherman Avenue LLC, which loans are solely for the purpose of providing such Subsidiaries with funds to construct buildings on the properties owned by such Subsidiaries, provided the loan budget for any such loan provides for an interest reserve sufficient to pay all debt service related to such property through the construction period, as reasonably determined by Administrative Agent, and (ii) up to $5,000,000 in aggregate loan proceeds as between all Subsidiaries of Borrower other than those referred to in the preceding clause (i) which proceeds are solely for the purpose of improving the real property owned by such Subsidiaries, provided the loan budget for any such loan provides for an interest reserve sufficient, together with any net operating income of such property, to pay all debt service related to such property through the construction period, as reasonably determined by Administrative Agent. Applicable Lending Office For each Lender and for the portions of the outstanding principal balance under its Note bearing interest based on the Prime Rate or the BBA LIBOR Daily Floating Rate, as applicable, the lending office of such Lender (or of an affiliate of such Lender) designated as such on the signature page hereof or in the applicable Assignment and Assumption Agreement, or such other office of such Lender (or of an affiliate of such Lender) as such Lender may from time to time specify to Administrative Agent and Borrower as the office by which the portions of the outstanding principal balance under its Note bearing interest based on the Prime Rate or the BBA LIBOR Daily Floating Rate are to be made and maintained. Applicable Margin 2.90% per annum. Approved Use Has the meaning specified in Section 5.16. Assignee Has the meaning specified in Section 10.10. Assignment and Assumption Agreement An Assignment and Assumption Agreement, substantially in the form of Exhibit I, pursuant to which a Lender assigns and an Assignee assumes rights and obligations in accordance with Section 10.10. Authorization Letter The letter in the form of Exhibit A. Available Commitment The Total Commitment. BBA LIBOR Has the meaning provided to such term in Section 2.08. BBA LIBOR Daily Floating Rate Has the meaning provided to such term in Section 2.08. Borrowing Date Any Business Day specified in a notice pursuant to Section 2.05 as a date on which Borrower requests Lenders to make Loans hereunder. Business Day Any day on which commercial banks are not authorized or required to close in New York City; and, whenever such day relates to BBA LIBOR, any such day in which dealings in Dollar deposits are also carried out in the London interbank market and banks are also open for business in London. Capital Call A call upon the Investors in Borrower and/or Acadia Investors II to fund all or any portion of the Capital Commitments pursuant to and in accordance with the Stockholders Agreement and/or in accordance with the Operating Agreement. Capital Commitments The commitment of each Investor to make Capital Contributions, directly or indirectly, to fund Borrower in the amount set forth in, and pursuant to the terms of, the Stockholders Agreement and the Operating Agreement. Capital Contributions With respect to any partner or member in Borrower, cash payments or contributions by such partner or member to Borrower pursuant to Article V of the Operating Agreement and, with respect to any other Investor, cash payment

DEFINITIONS

The Companies hereby give the following Undertaking concerning their commercial practices and those of other Bottlers of TCCCBranded CSDs in the Relevant European Countries. This Undertaking is designed to provide clear, objective, and administrable rules governing commercial practices of The CocaCola Company and its Bottlers. It applies to all sales of TCCCBranded CSDs destined for consumption in Countries in which the conduct of The CocaCola Company or its Bottlers may be subject to Article 82 of the EC Treaty or Article 54 of the EEA Agreement. This Undertaking is made without prejudice to the Companies position should the European Commission or any other party decide to open proceedings or to commence any other legal action against any of the Companies.

DEFINITIONS. In this Undertaking, the following terms will have the meanings indicated below: Approved Methodology means the following methodology used to calculate the shares prescribed in this Undertaking for purposes of defining Countries and TCCCBranded Orange CSDs. Shares will be calculated using the best available valuebased Channelspecific data for each of the TakeHome Channel (as currently provided by AC Nielsen) and the OnPremise Channel. Where Channelspecific valuebased data are not available for a Channel, shares for that Channel will be calculated using the best available Channelspecific volumebased data (as currently provided by Canadean Limited). In situations where Channelspecific volumebased data are not available, shares for either or both Channels will be based on the best available national volumebased data (as currently provided by Canadean Limited). Assortment or Range Commitments are contractual obligations accepted by a customer to maintain physically in stock a specified set or number of beverages or SKUs. Beverage Coolers means installed equipment, other than vending machines and fountain equipment, used for chilling packaged CSDs to which the consumer has direct access. Bottler means an entity licensed by TCCC to manufacture, distribute, and sell TCCCBranded CSDs in a Relevant European Country. CCE means Bottling Holdings (Luxembourg) sarl, a corporation organized under the laws of Luxembourg, with its registered office in Howald, Luxembourg, and all of its Subsidiaries. CCEAG means CocaCola Erfrischungsgetranke AG, a corporation organized under the laws of Germany, with its principal office in Berlin, Germany, and all of its Subsidiaries. CCHBC means CocaCola Hellenic Bottling Company S.A., a corporation organized under the laws of Greece, with its principal office in Maroussi, Greece, and all of its Subsidiaries. Companies means TCCC, CCE, CCHBC, and CCEAG. Countries means all Relevant European Countries and future EU Member States in which TCCCBranded CSDs accounted for more than 40%, and more than twice the share of the nearest competitor, of national CSD sales in either the TakeHome Channel or the OnPremise Channel in the previous year. Where a Country qualifies under this definition in only one Channel, this Undertaking will apply only in that Channel. In situations where data are not available from an independent source for any Relevant European Country or future EU Member State, that State will be deemed to be a Country for purposes of this Undertaking. Pursuant to Section III.E.2. of this Undertaking, TCCC will provide the European Commission annually with written reports listing the Countries and Channels to which this Undertaking will be applicable. For purposes of this provision, shares will be calculated on the basis of the Approved Methodology. Coverage Date means the date on which a Country or Channel becomes subject to this Undertaking, corresponding to: (1) in respect of the Companies, the Effective Date; (2) in respect of nonCompany Bottlers in Countries, the date on which each such Bottler commits to comply with the terms of this Undertaking; and (3) in respect of Bottlers active in a Country or a Channel that becomes subject to this Undertaking on the basis of the information contained in a report provided to the European Commission pursuant to Section III.E.2. of this Undertaking, the date on which such report is submitted. CSDs means carbonates, as defined by Canadean Limited, excluding beverages listed in the flavoured water category. Effective Date means the date on which the Companies are notified of the European Commissions final decision under Article 9 of Council Regulation No. 1/2003 concerning this Undertaking. Existing Agreement means any agreement, whether oral or written, entered into on or before the Coverage Date by a Company in a Country or Channel. Financing Agreements are agreements entered into with OnPremise customers under which a supplier provides a customer with upfront financing. Such advanced funds are typically repayable either in cash or on the basis of purchases of beverages from the supplier that extended the funds. Full Implementation Date means January 1, 2006, unless the Effective Date falls after June 30, 2005, in which case the Full Implementation Date will be nine months after the Effective Date. New Agreement means any agreement, whether oral or written, entered into after the Coverage Date by a Company in a Country or Channel. OnPremise Channel means accounts or groups of accounts that operate onpremise or immediate beverage consumption outlets in the Relevant European Countries or that purchase or specify for purchase beverages for resale to such accounts in the Relevant European Countries. Other TCCCBranded CSDs means TCCCBranded CSDs other than TCCCBranded Cola CSDs and TCCCBranded Orange CSDs. Private Tender Agreements means commercial arrangements for the supply of CSDs in the OnPremise Channel that are entered into following an open

DEFINITIONS from Amended and Restated

DEFINITIONS. In this Plan, whenever the context so indicates, the singular or plural number shall each be deemed to include the other, and the capitalized words shall have the following meanings: ACCOUNT One of several Accounts maintained to record the interest of a Participant in the Plan. AFFILIATED COMPANY Any Company which is a member of a controlled group of corporations (as defined in Section 414(b) of the Code) which includes the Employer, any trade or business (whether or not incorporated) which is under common control (as defined in Section 414(c) of the Code) with the Employer, any affiliated service group which includes the Employer (as defined in Section 414(m) of the Code), and any other entity required to be aggregated with the Employer under Section 414(o) of the Code. For purposes of Code Section 415 limits, the definition of Affiliated Company shall be expanded in accordance with Code Section 415(h). ALTERNATE PAYEE A spouse, former spouse, child or other dependent of a Participant who is recognized by a Domestic Relations Order as having a right to receive all or a portion of the benefits otherwise payable to a Participant. See Section 18(e) of the Plan. ANNIVERSARY DATE The 31st day of December of each year. ANNUAL ADDITIONS The aggregate of amounts credited to a Participants Accounts each year from Contributions, Forfeitures, and a Participants voluntary contributions (if any) under all defined contribution plans of an Employer or Affiliated Company. Amounts allocated to an individual medical account (as defined in Section 415(l)(2) of the Code) which is part of a pension or annuity plan maintained by the Company shall be treated as an Annual Addition. Any amounts attributable to postretirement medical benefits allocated to the separate account of a Key Employee (as defined in Section 419A(d)(3) of the Code) under any Welfare Benefit Plan (as defined in Section 419(e) of the Code) shall be treated as an Annual Addition. A restored Forfeiture, a transfer from another qualified pension plan, a rollover contribution (if any), shall not be counted as an Annual Addition. For purposes of Code Section 415 limits, the definition of Annual Additions shall be expanded in accordance with Code Section 415(h). Notwithstanding the foregoing, Contributions which are applied to the payment of interest on a Securities Acquisition Loan and Forfeitures of Employer Securities purchased with the proceeds of a Securities Acquisition Loan shall be excluded if no more than one third (1/3) of the Contributions deductible under Section 404(a)(9) of the Code for that year is allocated to the Accounts of Highly Compensated Employees. BENEFICIARY The person or persons entitled to receive any benefits under the Plan in the event of a Participants death. BOARD OF DIRECTORS The board of directors of the Company. BREAK IN SERVICE A Plan Year during which a Participant has not completed more than 500 Hours of Service. CODE The Internal Revenue Code of 1986, as amended from time to time. COMMITTEE Also known as the Plan Committee, appointed by the Board of Directors to administer the Plan and to give instructions to the Trustee. COMPANY Corsair Memory, Inc., a California corporation. COMPANY STOCK Shares of common stock, which are issued by the Company or by any affiliate of the Company, which meet the requirements of Section 407(d) of ERISA and Section 409(l) of the Code. COMPANY STOCK ACCOUNT The Account of a Participant which is credited with the shares of Company Stock purchased and paid for by the Trust or contributed to the Trust. CONTRIBUTIONS Employer contributions which are deductible by an Employer under Section 404(a) of the Code. COVERED COMPENSATION The Total Compensation paid to a Participant by the Employer for each Plan Year, including any salary deferrals under Sections 401(k) and 125 of the Code, but excluding reimbursement or other expense allowances, fringe benefits (cash and noncash), moving expenses, welfare benefits, and deferred compensation except deferrals under Sections 401(k) and 125 of the Code. Notwithstanding the foregoing, the Covered Compensation of each Participant taken into account in determining allocations for any Plan Year beginning after December 31, 2001, shall not exceed $210,000, as adjusted for cost-of-living increases in accordance with Section 401(a)(17)(B) of the Code. Covered Compensation means compensation during the Plan Year (the determination period). The cost-of-living adjustment in effect for a calendar year applies to annual compensation for the determination period that begins with or within such calendar year. DIRECT ROLLOVER A payment by the Plan to the Eligible Retirement Plan specified by the Distributee. DISABILITY If a Participant terminated employment because of a total and permanent disability, the Participant will be given a Disability Retirement without regard to age or length of service, and the Participants Plan Benefit shall be one hundred percent (100%) vested. Disa

Definitions from Purchase Agreement

THIS SERVICING PURCHASE AGREEMENT (the Agreement) dated as of January 29, 2010, is executed by and between Joel I. Sher, as Chapter 11 Trustee, as Seller (the Seller), for TMST Home Loans, Inc., f/k/a Thornburg Mortgage Home Loans, Inc., a Delaware corporation (the Debtor), and PennyMac Corp., a Delaware corporation, as purchaser (the Purchaser).

Definitions. For purposes of this Agreement, the following capitalized terms shall have the respective meanings set forth below. Agreement: This Servicing Purchase Agreement including all exhibits, schedules, amendments and supplements hereto. Accounts Receivable: Amounts due the Seller by virtue of advances made on or prior to the Sale Date in connection with the servicing of the Mortgage Loans in accordance with the Servicing Agreements. Ancillary Income: Late Mortgagor payment charges, charges for dishonored checks (NSF Fees), pay-off fees, assumption fees, commissions and administrative fees on insurance and similar fees and charges collected from or assessed against the Mortgagor. Auction: As defined in Recital E of this Agreement. Back-up Bidder: If multiple bids are submitted at the Auction, the bidder whose bid is selected as the second highest and otherwise best bid. Bankruptcy Case: As defined in Recital A of this Agreement. Bankruptcy Court: As defined in Recital A of this Agreement. Business Day: Any day other than (i) a Saturday or Sunday, or (ii) a day on which national banking institutions in Maryland, New Jersey or New Mexico are authorized or obligated by law or executive order to be closed. Cenlar Subservicing Agreement: The Subservicing Agreement dated as of February 22, 2000 by and between Cenlar FSB and Thornburg Mortgage, Inc., as amended on October 31, 2000. Certificate: Any or all of the certificates or other securities issued pursuant to a Trust Agreement. Cut-off Date: February 22, 2010. Debtor: TMST Home Loans, Inc., f/k/a Thornburg Mortgage Home Loans, Inc, a Delaware corporation. Deposit: The $2.5 million which is required by the Sale Procedures to be paid as a deposit by parties participating in the Auction. Depositor: The depositor named in each Trust Agreement. Escrow Accounts: The accounts maintained by the Seller in accordance with the Servicing Agreements and established to hold funds for principal and interest, taxes and insurance payments from borrowers in escrow pursuant to the terms of the Mortgage Loans. Escrow Proceeds: As defined in Section 9.03(f) of this Agreement. Fannie Mae: Federal National Mortgage Association, or any successor thereto. Final Order: An order or judgment of the Bankruptcy Court entered in the Bankruptcy Case approving this Agreement and the sale of the Servicing to the Purchaser which has been entered on the docket of the Bankruptcy Court and has not been reversed, stayed, modified or amended. Fitch: Fitch, Inc., or any successor in interest. Freddie Mac: Federal Home Loan Mortgage Corporation, or any successor thereto. GAAP: Generally accepted accounting principles in effect in the United States of America and applied on a consistent basis. IMA: Interactive Mortgage Advisors, LLC, the Bankruptcy Court-approved broker for the Seller. Master Servicer: With respect to each Trust, the master servicer designated in the related Trust Agreement. MERS: The Mortgage Electronic Registration System, Inc. Moodys: Moodys Investors Service, Inc., or any successor in interest. Mortgage Loan(s): The mortgage loans listed on Exhibit 1 attached hereto, which has been prepared as of the close of business on September 30, 2009, and which will be updated as of the Sale Date. Mortgage Note: The originally executed note or other evidence of indebtedness evidencing the indebtedness under a Mortgage Loan. Mortgagors: The obligor on a Mortgage Note. Offering Memorandum: The offering memorandum prepared by IMA, acting as the Sellers broker dated December 21, 2009. Purchase Price: As defined in Section 3.01 of this Agreement. Purchaser: The entity defined as such in the initial paragraph of this Agreement, together with its successors and assigns as permitted under the terms of this Agreement. Rating Agency: With respect to Certificates issued by or in connection with a Trust, any or all of Fitch, Moodys and/or S&P. Reconciliation Date: The date which is three (3) Business Days after the Sale Date. Remittance Date: The date funds are remitted to the applicable Master Servicer or owner of a Mortgage Loan in accordance with the terms of the applicable Servicing Agreement. S&P: Standard & Poors Rating Services, a division of the McGraw-Hill Companies, Inc., or any successor in interest. Sale Date: February 26, 2010, or such other date or dates as may be mutually agreed upon by the Seller and the Purchaser. Sale Order: The order entered by the Bankruptcy Court on the docket of the Bankruptcy Case approving this Agreement and the sale of the Servicing to the Purchaser in accordance with the Sale Procedures and this Agreement, a proposed form of which Sale Order is attached hereto and made a part hereof as Exhibit 2. Sale Procedures: The Sale Procedures approved by the Bankruptcy Court and attached hereto and made a part hereof as Exhibit 3. Seller: Joel I. Sher, Chapter 11 Trustee for TMST Home Loans, Inc., f/k/a Thornburg Mortgage Home Loans, Inc., together with his successors and assign