Wells Fargo Securities Uses in Definitions Clause

Definitions from Supplemental Indenture

ELEVENTH SUPPLEMENTAL INDENTURE, dated as of July 3, 2017 (this Supplemental Indenture), between TANGER PROPERTIES LIMITED PARTNERSHIP, a limited partnership duly organized and existing under the laws of North Carolina (hereinafter called the Issuer), having its principal executive office located at 3200 Northline Avenue, Suite 360, Greensboro, North Carolina 27408, and U.S. BANK NATIONAL ASSOCIATION (as successor in interest to State Street Bank and Trust Company), a national banking association having a corporate trust office at One Federal Street, 10th Floor, Boston, MA 02110 as successor trustee under the Original Indenture (as defined below) (the Trustee).

Definitions. Capitalized terms used but not otherwise defined in this Supplemental Indenture shall have the meanings ascribed to them in the Original Indenture. In addition, the following terms shall have the following meanings to be equally applicable to both the singular and the plural forms of the terms set forth below: COMPARABLE TREASURY ISSUE means, with respect to any redemption or acceleration date for the Notes, the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the Assumed Remaining Life (as defined in Section 1.4(d)) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes to be redeemed. COMPARABLE TREASURY PRICE means, with respect to any redemption or acceleration date for the Notes: (a) the average of four Reference Treasury Dealer Quotations for such redemption or acceleration date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (b) if the Issuer obtains fewer than four but more than one such Reference Treasury Dealer Quotations for such redemption or acceleration date, the average of all such quotations, or (c) if the Issuer obtains only one such Reference Treasury Dealer Quotation for such redemption or acceleration date, that Reference Treasury Dealer Quotation. DTC means The Depository Trust Company. GAAP means generally accepted accounting principles, as in effect from time to time, as used in the United States applied on a consistent basis. GLOBAL NOTE means a single fully-registered global note in book-entry form, without coupons, substantially in the form of Exhibit A attached hereto, which represents the Notes. INDENTURE means the Original Indenture as supplemented by this Supplemental Indenture and as further amended, modified or supplemented with respect to the Notes pursuant to the provisions of the Original Indenture. INDEPENDENT INVESTMENT BANKER means one of the Reference Treasury Dealers appointed by the Issuer. INTERCOMPANY DEBT means indebtedness owed by the Issuer, Company or any Subsidiary solely to the Issuer, Company or any Subsidiary. MATURITY DATE, when used with respect to any Note, means the date on which the principal of such Note or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, notice of redemption, notice of option to elect repayment or otherwise. REFERENCE TREASURY DEALER means with respect to any redemption or acceleration date for the Notes, each of (i) Wells Fargo Securities, LLC, a Primary Treasury Dealer (as defined herein) selected by SunTrust Robinson Humphrey, Inc. and a Primary Treasury Dealer selected by U.S. Bancorp Investments, Inc. (and their respective successors provided, however, that if any such firm or any such successor, as the case may be, ceases to be a primary U.S. Government securities dealer in The City of New York (a Primary Treasury Dealer), the Issuer shall substitute therefor another Primary Treasury Dealer); and (ii) two other Primary Treasury Dealers selected by the Issuer. REFERENCE TREASURY DEALER QUOTATIONS means, with respect to each Reference Treasury Dealer and any redemption or acceleration date for the Notes, the average, as determined by the Issuer, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Issuer by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption or acceleration date. STATED MATURITY when used with respect to any Note or any installment of principal thereof or interest thereon, means the date specified in such Note or a coupon representing such installment of interest as the fixed date on which the principal of such Note or such installment of principal or interest is due and payable. SUBSIDIARY means any entity of which at the time of determination the Issuer or one or more other Subsidiaries owns or controls, directly or indirectly, more than 50% of the shares of Voting Stock. The foregoing definition of Subsidiary shall only be applicable with respect to the covenants and other definitions set forth herein. TOTAL UNENCUMBERED ASSETS as of any date means Total Assets minus the value of any properties of the Issuer and its Subsidiaries that are encumbered by any mortgage, charge, pledge, lien, security interest, trust deed, deed of trust, deed to secure debt, security agreement, or other encumbrance of any kind to secure Indebtedness (other than those relating to Intercompany Debt), including the value of any stock of any Subsidiary that is so encumbered determined on a consolidated basis in accordance with GAAP; provided, however, that, in determining Total Unencumbered Assets as a percentage of outstand

DEFINITIONS from Amendment

This Second Amended and Restated Term Loan Agreement dated as of August 25, 2014 and effective as of January 30, 2015 (as amended, amended and restated, modified or supplemented from time to time, this Agreement) is entered into by and among ALBERTSONS LLC, a Delaware limited liability company (Parent Borrower), ALBERTSONS HOLDINGSALBERTSONS COMPANIES, LLC (Holdings), the parties hereto from time to time as Co-Borrowers, the other Guarantors party hereto, the parties hereto from time to time as lenders, whether by execution of this Agreement or an Assignment and Acceptance (each individually, a Lender and collectively, Lenders as hereinafter further defined) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, in its capacity as administrative agent and collateral agent (in such capacity, Agent as hereinafter further defined).

DEFINITIONS. For purposes of this Agreement the following terms shall have the respective meanings given to them below: 2016-1 Term B-4 Borrowing shall mean a borrowing consisting of 2016-1 Term B-4 Loans of the same Type and, in the case of Eurodollar Rate Loans, have the same Interest Period made by each of the Term B-4 Lenders pursuant to Section 2.1(b). 2016-1 Term B-4 Commitment shall means any Exchange 2016-1 Term B-4 Commitment or Additional 2016-1 Term B-4 Commitment, as such commitment may be (a) reduced from time to time pursuant to Section 2.4 and (b) reduced or increased from time to time pursuant to (i) assignments by or to such Lender pursuant to an Assignment and Acceptance, (ii) an Incremental Amendment or (iii) an Extension Election. 2016-1 Term B-4 Lenders shall mean, collectively, the Term Lenders with 2016-1 Term B-4 Commitments on the Amendment No. 1 (B-5) Effective Date. 2016-1 Term B-4 Loan shall mean any Exchange 2016-1Term B-4 Commitment or Additional 2016-1 Term B-4 Commitment. 2016-1 Term B-4 Maturity Date shall mean August 25, 2021 or, if such date is not a Business Day, the first Business Day thereafter. 2016-1 Term B-4 Repricing Event shall mean (i) any prepayment or repayment of 2016-1 Term B-4 Loans with the proceeds of, or any conversion of such 2016-1 Term B-4 Loans into, any new or replacement tranche of any new or additional term loans under the this Agreement that is broadly marketed or syndicated to banks and other institutional investors in similar financings (excluding indebtedness incurred in connection with a change of control or acquisition (or similar investment) not otherwise permitted under this Agreement) and bearing interest at an effective interest rate less than the effective yield applicable to the 2016-1 Term B-4 Loans then in effect, and excluding for the avoidance of doubt, any prepayment or repayment of the 2016-1 Term B-4 Loans made with cash on hand or the proceeds of any revolving loans under the ABL Facility and (ii) any amendment to this Agreement that reduces the effective applicable margin for the 2016-1 Term B-4 Loans. 2016-1 Term B-5 Borrowing shall mean a borrowing consisting of 2016-1 Term B-5 Loans of the same Type and, in the case of Eurodollar Rate Loans, have the same Interest Period made by each of the 2016-1Term B-5 Lenders pursuant to Section 2.1(b). 2016-1 Term B-5 Commitment shall means any Exchange 2016-1 Term B-5 Commitment or Additional 2016-1Term B-5 Commitment, as such commitment may be (a) reduced from time to time pursuant to Section 2.4 and (b) reduced or increased from time to time pursuant to (i) assignments by or to such Lender pursuant to an Assignment and Acceptance, (ii) an Incremental Amendment or (iii) an Extension Election. 2016-1 Term B-5 Lenders shall mean, collectively, the Term Lenders with 2016-1 Term B-5 Commitments on the Amendment No. 1 (B-5) Effective Date 2016-1 Term B-5 Loan shall mean any Exchange 2016-1Term B-5 Commitment or Additional 2016-1 Term B-5 Commitment. 2016-1 Term B-5 Maturity Date shall mean December 21, 2022 or, if such date is not a Business Day, the first Business Day thereafter. 2016-1 Term B-5 Repricing Event shall mean (i) any prepayment or repayment of 2016-1 Term B-5 Loans with the proceeds of, or any conversion of such 2016-1 Term B-5 Loans into, any new or replacement tranche of any new or additional term loans under the this Agreement that is broadly marketed or syndicated to banks and other institutional investors in similar financings (excluding indebtedness incurred in connection with a change of control or acquisition (or similar investment) not otherwise permitted under this Agreement) and bearing interest at an effective interest rate less than the effective yield applicable to the 2016-1 Term B-5 Loans then in effect, and excluding for the avoidance of doubt, any prepayment or repayment of the 2016-1 Term B-5 Loans made with cash on hand or the proceeds of any revolving loans under the ABL Facility and (ii) any amendment to this Agreement that reduces the effective applicable margin for the 2016-1 Term B-5 Loans. AB LLC shall have the meaning set forth in the Preamble hereto. ABL Agent shall mean Bank of America, N.A., in its capacity as administrative agent and collateral agent under the ABL Facility Documentation, or any successor agent or under the ABL Facility Documentation. ABL Credit Agreement shall mean the Credit Agreement, dated as of Original Closing Date, among the Parent Borrower, the other borrowers party thereto, the guarantors party thereto, Bank of America, N.A., as agent and the lenders and issuing banks from time to time party thereto, as such agreement may be amended, amended and restated, supplemented, waived or otherwise modified from time to time or refunded, refinanced, restructured, replaced, renewed, repaid, increased or extended from time to time. ABL Facility shall mean that credit facility made available to the Parent Borrower and certain of its Affiliates pur

DEFINITIONS from Amendment

This Second Amended and Restated Term Loan Agreement dated as of August 25, 2014 and effective as of January 30, 2015 (as amended, amended and restated, modified or supplemented from time to time, this Agreement) is entered into by and among ALBERTSONS LLC, a Delaware limited liability company (Parent Borrower), ALBERTSONS COMPANIES, LLC (Holdings), the parties hereto from time to time as Co-Borrowers, the other Guarantors party hereto, the parties hereto from time to time as lenders, whether by execution of this Agreement or an Assignment and Acceptance (each individually, a Lender and collectively, Lenders as hereinafter further defined) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, in its capacity as administrative agent and collateral agent (in such capacity, Agent as hereinafter further defined).

DEFINITIONS. For purposes of this Agreement the following terms shall have the respective meanings given to them below: 2016-1 Term B-4 Borrowing shall mean a borrowing consisting of 2016-1 Term B-4 Loans of the same Type and, in the case of Eurodollar Rate Loans, have the same Interest Period made by each of the 2016-1 Term B-4 Lenders pursuant to Section 2.1(b). 2016-2 Term B-4 Borrowing shall mean a borrowing consisting of 2016-2 Term B-4 Loans of the same Type and, in the case of Eurodollar Rate Loans, have the same Interest Period made by each of the 2016-2 Term B-4 Lenders pursuant to Section 2.1(b). 2016-1 Term B-4 Commitment shall means any Exchange 2016-1 Term B-4 Commitment or Additional 2016-1 Term B-4 Commitment, as such commitment may be (a) reduced from time to time pursuant to Section 2.4 and (b) reduced or increased from time to time pursuant to (i) assignments by or to such Lender pursuant to an Assignment and Acceptance, (ii) an Incremental Amendment or (iii) an Extension Election. 2016-2 Term B-4 Commitment shall means any Exchange 2016-2 Term B-4 Commitment or Additional 2016-2 Term B-4 Commitment, as such commitment may be (a) reduced from time to time pursuant to Section 2.4 and (b) reduced or increased from time to time pursuant to (i) assignments by or to such Lender pursuant to an Assignment and Acceptance, (ii) an Incremental Amendment or (iii) an Extension Election. 2016-1 Term B-4 Lenders shall mean, collectively, the Term Lenders with 2016-1 Term B-4 Commitments on the Amendment No. 1 (B-5) Effective Date. 2016-2 Term B-4 Lenders shall mean, collectively, the Term Lenders with 2016-2 Term B-4 Commitments on the Amendment No. 5 (2016-2) Effective Date. 2016-1 Term B-4 Loan shall mean any Exchange 2016-1 Term B-4 Commitment or Additional 2016-1 Term B-4 Commitment. 2016-2 Term B-4 Loan shall mean any Exchange 2016-2 Term B-4 Commitment or Additional 2016-2 Term B-4 Commitment. 2016-1 Term B-4 Maturity Date shall mean August 25, 2021 or, if such date is not a Business Day, the first Business Day thereafter. 2016-2 Term B-4 Maturity Date shall mean August 25, 2021 or, if such date is not a Business Day, the first Business Day thereafter. 2016-1 Term B-4 Repricing Event shall mean (i) any prepayment or repayment of 2016-1 Term B-4 Loans with the proceeds of, or any conversion of such 2016-1 Term B-4 Loans into, any new or replacement tranche of any new or additional term loans under the this Agreement that is broadly marketed or syndicated to banks and other institutional investors in similar financings (excluding indebtedness incurred in connection with a change of control or acquisition (or similar investment) not otherwise permitted under this Agreement) and bearing interest at an effective interest rate less than the effective yield applicable to the 2016-1 Term B-4 Loans then in effect, and excluding for the avoidance of doubt, any prepayment or repayment of the 2016-1 Term B-4 Loans made with cash on hand or the proceeds of any revolving loans under the ABL Facility and (ii) any amendment to this Agreement that reduces the effective applicable margin for the 2016-1 Term B-4 Loans. 2016-2 Term B-4 Repricing Event shall mean (i) any prepayment or repayment of 2016-2 Term B-4 Loans with the proceeds of, or any conversion of such 2016-2 Term B-4 Loans into, any new or replacement tranche of any new or additional term loans under the this Agreement that is broadly marketed or syndicated to banks and other institutional investors in similar financings and bearing interest at an effective interest rate less than the effective yield applicable to the 2016-2 Term B-4 Loans then in effect, and excluding for the avoidance of doubt, any prepayment or repayment of the 2016-2 Term B-4 Loans made with cash on hand or the proceeds of any revolving loans under the ABL Facility and (ii) any amendment to this Agreement that reduces the effective applicable margin for the 2016-2 Term B-4 Loans (in each case in clauses (i) and (ii) other than in connection with a Change of Control, an initial public offering, or any acquisition or investment not otherwise permitted hereby). 2016-1 Term B-5 Borrowing shall mean a borrowing consisting of 2016-1 Term B-5 Loans of the same Type and, in the case of Eurodollar Rate Loans, have the same Interest Period made by each of the 2016-1Term B-5 Lenders pursuant to Section 2.1(b). 2016-2 Term B-5 Borrowing shall mean a borrowing consisting of 2016-2 Term B-5 Loans of the same Type and, in the case of Eurodollar Rate Loans, have the same Interest Period made by each of the 2016-2 Term B-5 Lenders pursuant to Section 2.1(b). 2016-1 Term B-5 Commitment shall means any Exchange 2016-1 Term B-5 Commitment or Additional 2016-1 Term B-5 Commitment, as such commitment may be (a) reduced from time to time pursuant to Section 2.4 and (b) reduced or increased from time to time pursuant to (i) assignments by or to such Lender pursuant to an Assignment and Acceptance, (ii) an Incremental A

Definitions from Common Stock Underwriting Agreement

KKR Real Estate Finance Trust Inc., a Maryland corporation (the Company), and KKR Real Estate Finance Manager LLC, a Delaware limited liability company (the Manager), hereby confirm their respective agreements with Wells Fargo Securities, LLC (Wells Fargo) and Morgan Stanley & Co. LLC (Morgan Stanley) and each of the other Underwriters named in Exhibit A hereto (collectively, the Underwriters, which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom Wells Fargo and Morgan Stanley are acting as representatives (in such capacity, the Representatives), with respect to the issue and sale by the Company of a total of 10,250,000 shares (the Initial Securities) of the Companys common stock, par value $0.01 per share (the Common Stock), and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Initial Securities set forth in said Exhibit A hereto, and with respect to the grant by the Company to

Definitions. As used in this Agreement, the following terms have the respective meanings set forth below: Applicable Time means 4:30 P.M. (New York City time) on May 4, 2017 or such other time as agreed by the Company and the Representatives. Commission means the Securities and Exchange Commission. Company Documents means (i) all Subject Instruments and (ii) all other contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, swap agreements, hedging agreements, leases or other instruments or agreements to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject. DTC means The Depository Trust Company. EDGAR means the Commissions Electronic Data Gathering, Analysis and Retrieval System. ERISA means the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder. Existing Financing Agreements means (i) the Uncommitted Master Repurchase Agreement, dated as of October 15, 2015, between KREF Lending II LLC and JPMorgan Chase Bank, National Association, (ii) the Amended and Restated Master Repurchase and Securities Contract, dated as of April 7, 2017, among KREF Lending I LLC and Wells Fargo Bank, National Association, (iii) the Master Repurchase Agreement, dated as of September 30, 2016, among KREF Lending III LLC, KREF Lending III TRS LLC and Goldman Sachs Bank USA, (iv) the Master Repurchase and Securities Contract Agreement, dated as of December 6, 2016, between Morgan Stanley Bank, N.A. and KREF Lending IV LLC, and (v) the Credit Agreement, dated as of May 4, 2017, among KREF Holdings X LLC, KKR Real Estate Finance Holdings L.P. and Barclays Bank PLC, each as amended, supplemented or restated, as of the date hereof, if applicable, and in each case including any promissory notes, pledge agreements, security agreements, mortgages, guarantees and other instruments or agreements entered into by the Company or any of its subsidiaries in connection therewith or pursuant thereto, in each case as amended, supplemented or restated as of the date hereof, if applicable. FINRA means the Financial Industry Regulatory Authority, Inc. or the National Association of Securities Dealers, Inc., or both, as the context shall require. GAAP means generally accepted accounting principles. Initial Registration Statement means the Companys registration statement on Form S-11 (Registration No. 333-217126), as amended (if applicable), including the Rule 430A Information from and after the time that such Rule 430A information is deemed, pursuant to Rule 430A, to be part of and included in the Initial Registration Statement. Issuer Free Writing Prospectus means any issuer free writing prospectus, as defined in Rule 433, relating to the offering of the Securities that (i) is required to be filed with the Commission by the Company, (ii) is a road show that is a written communication within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission, or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Securities or of the offering that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Companys records pursuant to Rule 433(g). Issuer General Use Free Writing Prospectus means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being specified in Exhibit J hereto. Issuer Limited Use Free Writing Prospectus means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus. Lien means any security interest, mortgage, pledge, lien, encumbrance, claim or equity. Lock-Up Period means the period beginning on and including the date of this Agreement through and including the date that is the 180th day after the date of this Agreement. NYSE means the New York Stock Exchange. OFAC means the Office of Foreign Assets Control of the U.S. Treasury Department. Organizational Documents means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational document and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; (d) in the case of a trust, its certificate of trust, certificate of formation or similar organizational document and its trust agreement or other similar agreement; and (e) in the case of any other entity, the organizational

Definitions from Five Year Revolving Credit Agreement

CREDIT AGREEMENT, dated as of March 10, 2011, by and among BlackRock, Inc., a Delaware corporation (the Company), certain Subsidiaries of the Company party hereto pursuant to Section 2.9 (each a Designated Borrower and, together with the Company, the Borrowers and, each a Borrower), the Lenders who are or may become a party to this Agreement and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders.

Definitions. The following terms when used in this Agreement shall have the meanings assigned to them below: Act has the meaning assigned thereto in Section 13.21. Administrative Agent means Wells Fargo, in its capacity as Administrative Agent hereunder, and any successor thereto appointed pursuant to Section 12.6. Administrative Agents Correspondent means Wells Fargo Bank, National Association, London Branch, or any other financial institution designated by the Administrative Agent and reasonably satisfactory to the Company to act as its correspondent hereunder with respect to the distribution and payment of Alternative Currency Loans. Administrative Agents Office means the office of the Administrative Agent specified in or determined in accordance with the provisions of Section 13.1(c). Administrative Questionnaire means an administrative questionnaire in a form supplied by the Administrative Agent. Affiliate means, with respect to any Person, any other Person (other than, with respect to the Company, a Subsidiary or Excluded Subsidiary of the Company) which directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such first Person or any of its Subsidiaries. As used in this definition, the term control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. For the avoidance of doubt neither of the Existing Shareholders shall be treated as an Affiliate of the Company on the basis of its beneficial ownership of Capital Stock of the Company so long as such Existing Shareholder is subject to a stockholders agreement with the Company on substantially the same terms as the stockholders agreement to which it is a party as of the date of this Agreement. Agency Fee Letter means the separate fee letter agreement executed by the Company, Wells Fargo and Wells Fargo Securities, LLC, dated February 11, 2011. Agreement means this Five-Year Revolving Credit Agreement, as amended, restated, supplemented or otherwise modified from time to time. Aggregate Commitment means the aggregate amount of the Lenders Commitments hereunder, as such amount may be increased, reduced or otherwise modified at any time pursuant to the terms hereof. On the Amendment No. 5 Effective Date, the Aggregate Commitment shall be Four Billion Dollars ($4,000,000,000.00). Aggregate Revolving Commitment means the aggregate amount of the Revolving Credit Commitments of the Revolving Credit Lenders hereunder, as such amount may be increased, reduced or otherwise modified at any time pursuant to the terms hereof. On the Amendment No. 5 Effective Date, the Aggregate Revolving Commitment shall be Three Billion Seven Hundred Seventy One Million Dollars ($3,771,000,000.00). Aggregate USD Revolving Commitment means the aggregate amount of the USD Revolving Credit Commitments of the USD Revolving Credit Lenders hereunder, as such amount may be increased, reduced or otherwise modified at any time pursuant to the terms hereof. On the Amendment No. 5 Effective Date, the Aggregate USD Revolving Commitment shall be Two Hundred Twenty Nine Million Dollars ($229,000,000.00). Alternative Currency means all Permitted Currencies other than the Dollar. Alternative Currency Amount means with respect to each Revolving Credit Loan made or continued (or to be made or continued) in an Alternative Currency, the amount of such Alternative Currency which is equivalent to the principal amount in Dollars of such Loan at the most favorable spot exchange rate for the applicable Borrower as determined by the Administrative Agents Correspondent to be available to it at approximately 11:00 a.m. (time of the Administrative Agents Correspondent) two (2) Business Days before such Loan is made or continued (or to be made or continued). When used with respect to any other sum expressed in Dollars, Alternative Currency Amount shall mean the amount of such Alternative Currency which is equivalent to the amount so expressed in Dollars at the most favorable spot exchange rate for the applicable Borrower as determined by the Administrative Agents Correspondent to be available to it at the time of determination. Alternative Currency Loan means any Revolving Credit Loan denominated in an Alternative Currency and Alternative Currency Loans means all such Alternative Currency Loans collectively. Alternative Ratings Source means either Moodys or a comparable rating agency in either case that publishes a rating of the Companys counterparty risk or similar rating and which is mutually acceptable to the Company and the Administrative Agent. Amendment No. 5 Effective Date means April 8, 2016. Anti-Corruption Laws means all laws, rules, and regulations of any jurisdiction applicable to any Borrower or any Subsidiary of a Borrower from time to time concerning or relating to bribery or corruption, inc

Definitions from Common Stock Underwriting Agreement

Definitions. As used in this Agreement, the following terms have the respective meanings set forth below: Applicable Time means [ ] (New York City time) on [ ], 2017 or such other time as agreed by the Company and the Representatives. Commission means the Securities and Exchange Commission. Company Documents means (i) all Subject Instruments and (ii) all other contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, swap agreements, hedging agreements, leases or other instruments or agreements to which the Carvana Parties or any of their respective subsidiaries is a party or by which either of the Carvana Parties or any of their respective subsidiaries is bound or to which any of the property or assets of the Carvana Parties or any of their respective subsidiaries is subject. DTC means The Depository Trust Company. EDGAR means the Commissions Electronic Data Gathering, Analysis and Retrieval System. ERISA means the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder. Existing Credit Agreements means the Amended and Restated Inventory Financing and Security Agreement, dated as of July 27, 2015, as amended on December 30, 2015 and November 9, 2016, among Ally Bank, Ally Financial and Carvana, LLC and the Master Loan Agreement, dated as of February 27, 2017 among the Carvana Group, LLC and Verde Investments, Inc., each as amended, supplemented or restated, if applicable, and in each case including any promissory notes, pledge agreements, security agreements, mortgages, guarantees and other instruments or agreements entered into by the Carvana Parties or any of their respective subsidiaries in connection therewith or pursuant thereto, in each case as amended, supplemented or restated, if applicable. FINRA means the Financial Industry Regulatory Authority, Inc. GAAP means generally accepted accounting principles. Initial Registration Statement means the Companys registration statement on Form S-1 (Registration No. 333- 217085), as amended (if applicable), including the Rule 430A Information from and after the time that such Rule 430A information is deemed, pursuant to Rule 430A, to be part of and included in the Initial Registration Statement. Issuer DSP Free Writing Prospectus means any Issuer Free Writing Prospectus that is intended solely for distribution to Directed Share Offerees, as evidenced by its being specified in Exhibit G hereto. Issuer Free Writing Prospectus means any issuer free writing prospectus, as defined in Rule 433, relating to the offering of the Securities that (i) is required to be filed with the Commission by the Company, (ii) is a road show that is a written communication within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission, or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Securities or of the offering that does not reflect the final terms, and all free writing prospectuses that are listed in Exhibits G and H hereto, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Companys records pursuant to Rule 433(g). Issuer General Use Free Writing Prospectus means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being specified in Exhibit F hereto. Issuer Limited Use Free Writing Prospectus means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus or an Issuer DSP Free Writing Prospectus. Lien means any security interest, mortgage, pledge, lien, encumbrance, claim or equity. Lock-Up Period means the period beginning on and including the date of this Agreement through and including the date that is the 180th day after the date of this Agreement. NYSE means the New York Stock Exchange. OFAC means the Office of Foreign Assets Control of the U.S. Treasury Department. Organizational Documents means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational document and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; (d) in the case of a trust, its certificate of trust, certificate of formation or similar organizational document and its trust agreement or other similar agreement; and (e) in the case of any other entity, the organizational and governing documents of such entity. Pre-Pricing Prospectus means the preliminary prospectus dated [ ], 2017 relating to the Securities in the form first furnished to the Underwriters

DEFINITIONS from Investor Rights Agreement

This INVESTOR RIGHTS AGREEMENT (this Agreement) is entered into as of May 2, 2016, by and among Newhall Holding Company, LLC, a Delaware limited liability company to be renamed Five Point Holdings, LLC (the Company), and the persons named on Exhibit A hereto under the heading Investors (collectively, the Investors). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in Article I.

DEFINITIONS. As used in this Agreement, in addition to the other terms defined herein, the following capitalized defined terms, as used herein, have the following meanings: Affiliate of any Person means any other Person directly or indirectly controlling or controlled by or under common control with such Person. For the purposes of this definition, control, when used with respect to any Person, means 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 meanings correlative to the foregoing. Agreement has the meaning set forth in the preamble to this Agreement. Anchorage Group means, collectively, the Investors listed on Exhibit A under the heading Anchorage Group, and any Permitted Assignee thereof. Approved Underwriter means either (i) Citigroup Capital Markets Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC, Barclays Capital Inc., Deutsche Bank Securities Inc. or Wells Fargo Securities, LLC, or (ii) any other nationally recognized investment banking firm that has been selected by the Board and reasonably approved by the Requisite Approval. Board means the board of directors of the Company. Business Day means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to be closed. Change of Control Transaction means (i) any transaction that results in greater than fifty percent (50%) of the ownership interests in the Company (based on either voting power or rights to receive distributions or proceeds upon liquidation) being owned by any Person (other than a Holder); (ii) any transaction that results in a Person other than the Company or an Investor having control over the management of the Operating Company or the master-planned communities currently known as Newhall Ranch and The San Francisco Shipyard and Candlestick Point; or (iii) any sale of all or substantially all of the assets of the Company or the Operating Company, whether in one transaction or in a series of related transactions (excluding sales of properties in the ordinary course of business). Class A Common Shares means Class A Common Shares, as defined in the Company LLCA (or other securities issued in respect of, in exchange for, or in substitution for, such Class A Common Shares, whether by reason of any share split, share distribution, reverse share split, recapitalization, merger, consolidation, combination or otherwise). Commission means the Securities and Exchange Commission. Company has the meaning set forth in the preamble to this Agreement. Company LLCA means the Amended and Restated Limited Liability Company Agreement of the Company to be entered into at the Effective Time pursuant to the Contribution and Sale Agreement, as the same may be amended from time to time Contribution and Sale Agreement has the meaning set forth in the recitals to this Agreement. Demand Notice has the meaning set forth in in Section 3.2(a) hereof. Demand Registration has the meaning set forth in Section 3.2(a) hereof. Demand Registration Statement means a Registration Statement filed to effect a Demand Registration. Effective Time means the date and time of the closing under the Contribution and Sale Agreement. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Fully Diluted Basis means to assume (i) the exchange of all Hunters Point Units for OP Units on a one-for-one basis, (ii) the exchange of all OP Units for Class A Common Shares on a one-for-one basis, (iii) the conversion of all Class B common shares of the Company into Class A Common Shares pursuant to the terms of the Company LLCA, and (iv) that all then outstanding Management Awards are fully vested and that the maximum number of Class A Common Shares or OP Units issuable with respect to such awards have been issued and are outstanding. Holder means (i) any Investor, and (ii) any Person that is a party to the Contribution and Sale Agreement, or an Affiliate of such Person, that, in either case, owns Class A Common Shares or Units as of the Effective Time. For purposes of this Agreement, (i) any Holder of OP Units shall be deemed to hold a number of Registrable Shares equal to the number of Class A Common Shares issuable in exchange for such OP Units, and (ii) any Holder of Hunters Point Units shall be deemed to hold a number of Registrable Shares equal to the number of Class A Common Shares issuable in exchange for the number of OP Units for which such Hunter Point Units are exchangeable pursuant to the Hunters Point Venture Agreement. Hunters Point Units means Class A Units, as defined in the Hunters Point Venture Agreement (or any other interests issued on account of those units as a result of a unit split, combination, distribution or other similar recapit

Definitions from Registration Rights Agreement

This Registration Rights Agreement (the Agreement) is made and entered into this 10th day of March, 2017, among Sonic Automotive, Inc., a Delaware corporation (the Company), the guarantors set forth on the signature page hereto (each a Guarantor and collectively, the Guarantors) and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Representative (the Representative) of the several Initial Purchasers listed on Schedule A to the Purchase Agreement (collectively, the Initial Purchasers).

Definitions. As used in this Agreement, the following capitalized defined terms shall have the following meanings: 1933 Act shall mean the Securities Act of 1933, as amended from time to time. 1934 Act shall mean the Securities Exchange Act of l934, as amended from time to time. Affiliate shall mean, with respect to any specified Person, any entity controlled by or under common control with or that controls such Person. Closing Date shall mean the Closing Date as defined in the Purchase Agreement. Company shall have the meaning set forth in the preamble and shall also include the Companys successors. Depositary shall mean The Depository Trust Company, or any other depositary appointed by the Company, provided, however, that such depositary must have an address in the Borough of Manhattan, in the City of New York. Exchange Offer shall mean the exchange offer by the Company of Exchange Securities for Registrable Securities pursuant to Section 2.1 hereof. Exchange Offer Registration shall mean a registration under the 1933 Act effected pursuant to Section 2.1 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, including the Prospectus contained therein, all exhibits thereto and all documents incorporated by reference therein. Exchange Period shall have the meaning set forth in Section 2.1 hereof. Exchange Securities shall mean (i) the 6.125% Senior Subordinated Notes due 2027, Series B, issued by the Company and (ii) the related guarantees issued by the Guarantors, in each case under the Indenture containing terms identical to the Securities in all material respects (except for references to certain interest rate provisions, restrictions on transfers and restrictive legends), to be offered to Holders of Securities in exchange for Registrable Securities pursuant to the Exchange Offer. Holder shall mean an Initial Purchaser, for so long as it owns any Registrable Securities, and each of its successors, assigns and direct and indirect transferees who become registered owners of Registrable Securities under the Indenture and each Participating Broker-Dealer that holds Exchange Securities for so long as such Participating Broker-Dealer is required to deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of such Exchange Securities. Indenture shall mean the Indenture relating to the Securities, the Exchange Securities and the Private Exchange Securities, dated as of March 10, 2017 between the Company, the Guarantors and U.S. Bank National Association, as trustee, as the same may be amended, supplemented, waived or otherwise modified from time to time in accordance with the terms thereof. Initial Purchasers shall have the meaning set forth in the preamble. Majority Holders shall mean the Holders of a majority of the aggregate principal amount of Outstanding (as defined in the Indenture) Registrable Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company and other obligors on the Securities or any affiliate (as defined in the Indenture) of the Company shall be disregarded in determining whether such consent or approval was given by the Holders of such required percentage amount. Participating Broker-Dealer shall mean any of Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, U.S. Bancorp Investments, Inc. and Comerica Securities, Inc. and any other broker-dealer which makes a market in the Securities and exchanges Registrable Securities in the Exchange Offer for Exchange Securities. Person shall mean an individual, partnership (general or limited), corporation, limited liability company, trust or unincorporated organization, or a government or agency or political subdivision thereof. Private Exchange shall have the meaning set forth in Section 2.1 hereof. Private Exchange Securities shall have the meaning set forth in Section 2.1 hereof. Prospectus shall mean the prospectus included in a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including any such prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to a prospectus, including post-effective amendments, and in each case including all material incorporated by reference therein. Purchase Agreement shall have the meaning set forth in the preamble. Registrable Securities shall mean the Securities and, if issued, the Private Exchange Securities; provided, however, that the Securities and, if issued, the Private Exchange Securities, shall cease to be Reg

DEFINITIONS from Supplemental Indenture

TWENTY-NINTH SUPPLEMENTAL INDENTURE, dated as of March 10, 2017 (this Twenty-Ninth Supplemental Indenture), by and between PACIFIC GAS AND ELECTRIC COMPANY, a corporation duly organized and existing under the laws of the State of California (the Company or the Issuer), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association organized and existing under the laws of the United States of America (formerly known as The Bank of New York Trust Company, N.A.), as Trustee under the Base Indenture (as hereinafter defined) (the Trustee).

DEFINITIONS. Unless the context otherwise requires, capitalized terms used but not defined herein have the meaning set forth in the Indenture. The following additional terms are hereby established for purposes of this Twenty-Ninth Supplemental Indenture and shall have the meanings set forth in this Twenty-Ninth Supplemental Indenture only for purposes of this Twenty-Ninth Supplemental Indenture: 4.00% Senior Notes has the meaning set forth in Article III hereto. 3.30% Senior Notes has the meaning set forth in Section 201 hereto. Adjusted Treasury Rate means, with respect to any Redemption Date for any 3.30% Senior Notes, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. Comparable Treasury Issue means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the 3.30% Senior Notes to be redeemed, assuming, for such purpose, that the 3.30% Senior Notes matured on December 15, 2026 (the date that is three months prior to the maturity date) (the remaining term), that would be used, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term. Comparable Treasury Price means, with respect to any Redemption Date for any 3.30% Senior Notes, (1) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest of the Reference Treasury Dealer Quotations or (2) if the Company obtains fewer than four Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations so received. Original Issue Date means March 10, 2017. Primary Treasury Dealer means a primary U.S. Government Securities dealer in the United States. Quotation Agent means the Reference Treasury Dealer appointed by the Company. Redemption Price means the price at which 3.30% Senior Notes may be redeemed pursuant to Section 208(a) or Section 208(b) hereto, as applicable. Reference Treasury Dealer means (1) each of BNP Paribas Securities Corp., Goldman, Sachs & Co., RBC Capital Markets, LLC and Wells Fargo Securities, LLC, and their respective successors, unless any of them ceases to be a Primary Treasury Dealer, in which case the Company shall substitute another Primary Treasury Dealer; and (2) any other Primary Treasury Dealer selected by the Company. Reference Treasury Dealer Quotations means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by that Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date. For purposes of this definition only, Business Day means any day that is not a day on which banking institutions in New York City are authorized or required by law or regulation to close. Remaining Scheduled Payments means, with respect to each of the 3.30% Senior Notes that the Company is redeeming pursuant to Section 208(a) hereto, the remaining scheduled payments of principal and interest that would be due after the applicable Redemption Date if such 3.30% Senior Notes were not redeemed. However, if the Redemption Date is not a scheduled Interest Payment Date with respect to such 3.30% Senior Notes, the amount of the next succeeding scheduled interest payment on such 3.30% Senior Notes will be reduced by the amount of interest accrued on such 3.30% Senior Notes to the Redemption Date. U.S. Government Securities means securities which are (a) direct obligations of the United States of America for the payment on which its full faith and credit is pledged or (b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation of the United States of America, and which in the case of (a) and (b) are not callable or redeemable at the option of the issuer thereof, and shall also include a depositary receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Security or a specific payment of interest on or principal of any such U.S. Government Security held by such custodian for the account of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Security evidenced by such depositary receipt.

Definitions from Term Loan Agreement

TERM LOAN AGREEMENT, dated as of April 16, 2014, by and among FTS INTERNATIONAL, INC., a Delaware corporation, as Borrower, the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders.

Definitions. The following terms when used in this Agreement shall have the meanings assigned to them below: ABL Collateral has the meaning set forth in the Junior Lien Intercreditor Agreement. ABL Collateral Agent means the representative(s) from time to time administering the collateral on behalf of the lenders under the ABL Revolver. ABL Credit Facility means (1) the ABL Revolver; (2) any credit facility provided on the basis of the value of inventory, accounts receivable or other current assets (and related documents and intangibles) of the Borrower and/or any of its Subsidiaries or similar instrument; and (3) any similar credit support agreements or guarantees Incurred from time to time, as amended, supplemented, modified, extended, restructured, renewed, restated, refinanced or replaced in whole or in part from time to time; provided that any credit facility that refinances or replaces an ABL Credit Facility must comply with clause (2) of this definition in order to be an ABL Credit Facility. ABL Revolver means the Credit Agreement dated as of April 16, 2014 among the Borrower, as co-borrower, FTS International Services, LLC, as co-borrower, the guarantors party thereto, the lenders from time to time party thereto and Wells Fargo Bank, National Association as administrative agent and collateral agent (including all successors thereto) together with the related documents thereto (including the loans thereunder, any guarantees and security documents), as amended, extended, renewed, restated, supplemented, refunded, replaced, refinanced or otherwise modified (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time by one or more credit facilities, and any agreement (and related document) entered into in substitution for any credit agreement, in which case, the credit agreement or similar agreement together with all other documents and instruments related thereto shall constitute the ABL Revolver, whether with the same or any other agent, lender or group of lenders. Acquisition means (a) the direct or indirect purchase or other acquisition by a Person or its Subsidiaries of all or substantially all of the assets of (or any division or business line of) any other Person, (b) the purchase or other acquisition (whether by means of a merger, consolidation, or otherwise) by a Person or its Subsidiaries of in excess of 90% of the Equity Interests of any other Person, or (c) a merger or consolidation or other combination with any person (so long as a Credit Party, to the extent such Credit Party is a party to such transaction, is the surviving entity). Additional Pari Passu Collateral Agent means the collateral agent with respect to any Additional Pari Passu Lien Obligations. Additional Pari Passu Lien Obligations means any Pari Passu Lien Obligations that are Incurred after the Closing Date (other than Indebtedness Incurred under the Senior Notes Indenture) and secured by the Common Collateral (as such term is defined in the Pari Passu Intercreditor Agreement) on a first priority basis (subject to Permitted Liens) pursuant to the Security Documents. Additional Pari Passu Secured Party means the holders of any Additional Pari Passu Lien Obligations, and any Additional Pari Passu Collateral Agent or Authorized Representative with respect thereto. Administrative Agent means Wells Fargo, in its capacity as Administrative Agent hereunder, and any successor thereto appointed pursuant to Section 11.6. Administrative Agents Office means the office of the Administrative Agent specified in or determined in accordance with the provisions of Section 12.1(c). Administrative Questionnaire means an administrative questionnaire in a form supplied by the Administrative Agent. Affiliate of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, control, as used with respect to any Person, will mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms controlling, controlled by and under common control with will have correlative meanings. Affiliated Lender means any Lender that is a Permitted Affiliated Assignee. Affiliated Lender Assignment and Assumption has the meaning specified in Section 12.9(e). Agreement means this Term Loan Agreement. Alternate Auction Procedures has the meaning specified in Section 4.5(a). Applicable Law means all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits, licenses, approvals, interpretations and orders of courts or Governmental Authorities and all orders and decrees of all courts and arbitrators. Applicable Margin shall mean in the case of Term