Definitions

Definitions. Capitalized terms used in this Agreement but not defined herein shall have the respective meanings ascribed to them in the Cash Management Agreement.

Definitions. Section 1.01 of the Credit Agreement shall be amended as follows: A. The definition of "Affiliate" in said Section 1.01 shall be amended by inserting in clause (b) of the second sentence thereof, immediately following the words "Subsidiaries of the Borrower", the words "(other than FAC and its Subsidiaries)". B. The definition of "Consolidated Subsidiary" in said Section 1.01 shall be amended by inserting a new sentence at the end thereof to read as follows: "Notwithstanding anything... herein to the contrary, for purposes of the definition of "Total Stockholders' Equity" and Section 6.05 (and all defined terms as used therein) only, "Consolidated Subsidiary" shall not include FAC or any Subsidiary of FAC." C. The definition of "Subsidiary" in said Section 1.01 shall be amended by inserting a new sentence at the end thereof to read as follows: "Notwithstanding anything herein to the contrary, for purposes of Article VI only (other than Section 6.06), "Subsidiary" shall not include FAC or any Subsidiary of FAC." D. A new definition of "Amendment No. 2 Effective Date" shall be inserted in said Section 1.01 in the appropriate alphabetical order to read as follows: "Amendment No. 2 Effective Date" means the effective date of Amendment No. 2 dated as of July 18, 2005 to this Agreement. View More

Definitions. Where the following words and phrases appear in the Plan, they shall have the respective meanings set forth below, unless their context clearly indicates otherwise:

Definitions. This AMENDED AND RESTATED SECURITY AGREEMENT, dated as of June 30, 2010 (as amended, modified, extended, supplemented, restated and/or replaced from time to time, this "Security Agreement"), is made between WACHOVIA DEVELOPMENT CORPORATION, a North Carolina corporation, as the borrower (the "Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association ("Bank"), as agent for (a) the Credit Lenders (hereinafter defined) under the Amended and Restated Credit Note Loan... Agreement dated as of June 30, 2010 (as amended, modified, extended, supplemented and/or restated from time to time, the "Credit Note Loan Agreement") by and among the Borrower, the several banks and other financial institutions from time to time parties thereto (the foregoing banks and financial institutions are collectively referenced as the "Credit Lenders") and Bank, as the agent for the Credit Lenders, (b) the Mortgage Lenders (hereinafter defined) under the Amended and Restated Mortgage Note Loan Agreement dated as of June 30, 2010 (as amended, modified, extended, supplemented and/or restated from time to time, the "Mortgage Note Loan Agreement") by and among the Borrower, the several banks and other financial institutions from time to time parties thereto (the foregoing banks and financial institutions are collectively referenced as the "Mortgage Lenders") and Bank, as the agent for the Mortgage Lenders, (c) the Lessor, and (d) itself. The Agent, the Lessor, the Credit Lenders, and the Mortgage Lenders, together with their successors and permitted assigns, are collectively referred to hereinafter as the "Secured Parties." The Bank, in its capacity as agent for the Secured Parties is referred to hereinafter as the "Agent," and this Security Agreement is accepted and agreed to by Convergys Corporation, an Ohio corporation. PRELIMINARY STATEMENT The parties to that certain Existing Security Agreement entered into the Existing Security Agreement to provide a Lien granted in favor of the Agent to secure the financing provided by the Financing Parties with regard to the Property. The parties to this Security Agreement have entered into this Security Agreement to amend and restate the Existing Security Agreement. Various of the parties to the Participation Agreement (hereinafter defined) are parties to the Existing Participation Agreement, certain other Existing Operative Agreements or certain other Operative Agreements. The Existing Debt Providers have funded the Existing Loans and the Existing Lessor has funded the Existing Lessor Advance, each in accordance with the Existing Operative Agreements. Subject to the terms of the Assignment and Recharacterization Agreement, the Existing Debt Providers have been requested to assign their entire right, title and interest in the Existing Loans and the Existing Operative Agreements to the Lenders, and the Lenders desire to accept such assignments. Subject to the terms of the Assignment and Recharacterization Agreement, the Existing Lessor has been requested to assign its entire right, title and interest in the Existing Operative Agreements to the Lessor, and the Lessor desires to accept such assignment. It is a condition, among others, to the obligation of the Lenders and the Lessor to purchase their respective assignment interests pursuant to the Assignment and Recharacterization Agreement that the Borrower shall have executed and delivered this Security Agreement to the Agent, for the benefit of the Secured Parties. The Borrower is the legal and beneficial owner of the Property (except the Borrower may have a ground leasehold interest in certain Property pursuant to one (1) or more Ground Leases). Pursuant to the various Operative Agreements, the Bank has agreed to act in the capacity as Agent. NOW, THEREFORE, in consideration of the premises and to induce the Credit Lenders to make Credit Loans under the Credit Note Loan Agreement, the Mortgage Lenders to make Mortgage Loans under the Mortgage Note Loan Agreement and the Lessor to make its Lessor Advance under the Participation Agreement, the Borrower hereby agrees with the Agent, for the benefit of the Secured Parties, as follows: 1A.1 Amendment and Restatement. This Security Agreement amends and restates in its entirety the Existing Security Agreement. This Security Agreement is not intended to constitute a novation of the Existing Security Agreement. View More

Definitions. The terms used herein shall have the following meanings unless a different meaning is clearly required by the context:

Definitions. Section 2. Amendment to Section 1.01 of the Credit Agreement. Section 1.01 of the Credit Agreement is hereby amended by adding the following definitions thereto, in appropriate alphabetical order: "BM&F" means the Bolsa de Mercadorias & Futuros- BM&F S.A. (a/k/a Brazilian Mercantile & Futures Exchange S.A.), a sociedade por ações organized under the laws of the Republic of Brazil. "BM&F Transaction" means, collectively, the acquisition of up to a 10% equity investment in BM&F directly or... indirectly through one or more Subsidiaries of the Borrower (which is currently contemplated to occur in the first quarter of 2008) and the transactions in connection therewith effecting such acquisition. View More

Definitions. Except as is otherwise provided in this Amendment or unless the context otherwise requires, any terms that are capitalized in this Amendment and that are defined in the Plan shall have the same meanings as they have under the Plan.

Definitions. All capitalized terms used herein without definition herein shall have the respective meanings ascribed to such terms in the Indenture.

Definitions. For purposes of the Agreement, the definitions of capitalized terms contained in the Plan are hereby incorporated herein by reference, except to the extent that any term is specifically defined in this Agreement.

Definitions. Acquisition Loan Section 2(b)(ii) Additional Rent Section 7(b)(ix) Agreement Preamble Anti-Money Laundering Laws Section 11(c)(xviii) Applicable Interest Rate Section 20(c)(i) Apportionment Date Section 7(a) Arbiter Section 20(d)(iii) Asbestos Section 11(g) Base Rents Section 7(b)(i) Benefit Plans Section 11(c)(xv) BPI Section 28(b) BPLP Section 10(h) Breach Section 20(c)(ii) Broker Section 14(a) Brokerage Agreements Section 11(c)(xi) ... Building Recitals business day Section 4(f) Cash Deposit Section 4(b) Casualty Election Date Section 12(d) CBAs Section 10(d) Claim Notice Section 20(d) Claimed Damage Section 20(d) Closing Section 18 Closing Date Section 18 COBRA Section 10(c) Code Section 21 Common Control Entity Section 11(c)(xv) Company Preamble Condemnation Election Date Section 13(c) Contracts Section 10(a)(ii) day(s) Section 4(g) DBSWPA Section 10(d) Debt Financed Distribution Section 2(c)(ii) Default Rate Section 7(j) Deposit Section 4(b) Depositary Section 20(d) Depositary Meeting Section 20(d) Diligence Party Section 11(d) Disclosed Survey Items Section 5(a) Dispute Section 20(d)(i) Dispute Notice Section 20(d)(ii) Employees Section 10(c) Environmental Laws Section 11(g) ERISA Section 11(f)(v) Escrow Agent Section 4(b) Escrow Agreement Section 20(d)(ii) Escrow Funds Section 20(d)(ii) Estoppel Material Adverse Effect Section 36(b) Excluded Personalty Section 8 Existing Contracts Section 11(c)(iii) Existing Lease Documents Section 11(c)(ii) Existing Lender Consent Letter Agreement Section 38(a) Existing Lender Reserves and Escrows Section 38(e) Existing Lenders Section 38(a) Existing Loan Documents Section 11(c)(xii) Existing Loans Section 2(d) Existing Mezzanine Loans Section 2(d) Existing Mortgage Loans Section 2(d) Existing Title Report Section 6(a)(i) Extended Limitation Period Section 20(c)(iv) Final Closing Statement Section 7(i) Final Damage Section 20(d)(iii) Final Determinations Section 20(d) Financial Institution Section 11(c)(xvii) Future Commissions Section 7(h)(i) Future Tenant Inducement Costs Section 7(h)(ii) Hazardous Materials Section 11(g) Holdback Section 20(c)(ii) Investor Preamble Investor Contribution Section 2(b)(i) Investor Loan Section 2(b)(ii) Investor's Representatives Section 3(a) JV Agreement Recitals Land Recitals Leases Section 10(a)(i) Legacy Owner Recitals Legacy PSA Recitals Legacy Purchaser Recitals Letter of Credit Section 4(b) LIBOR Section 20(c)(i) Limitation Period Section 11(c) Loan Assumption Section 38(a) LOC Issuer Section 4(b) Macklowe Distribution Section 2(c)(ii) Macklowe Tenant Section 17(c)(ix) Material Adverse Effect Section 20(d) Material Breach Section 20(d)(i) Material Breach Credit Section 20(d)(i) Maximum Liability Amount Section 20(c)(i) Member Interests Section 2(b)(i) Multiemployer Pension Plan Section 10(e)(ii) New Closing Notice Section 6(d) Non-Objectionable Encumbrances Section 6(a)(iv) Notices Section 19 OFAC Section 11(c)(xvii) Overage Rent Section 7(b)(iii) Owner Preamble Owner Designated Title Company Section 6(g) Owner Interest Party Section 11(c)(xvii) Owner Knowledge Individuals Section 11(c) Owner Parties Section 3(d) Owner Update Certificate Section 17(a)(xv) Owner's Broker Section 14(a) Owner's Claimed Damage Section 20(d) Patriot Act Section 11(c)(xviii) PCBs Section 11(g) Pending Lease Transaction Section 9(b)(i) Permitted Encumbrances Section 5 Permitted Updates Section 10(g)(i) Person Section 11(c)(xvii) Personalty Section 2(c)(i) Post-Closing Employees Section 10(e)(i) Post Closing Escrow Agreement Section 20(c)(ii) Preliminary Closing Statement Section 7(i) Premises Recitals Property Section 2(c)(i) Property Taxes Section 7(a)(ii) Qualification Section 10(g)(i) Qualified Issuer Section 20(c)(ii) Rents Section 7(a)(i) Representation(s) Section 11(c) Required Tenant Estoppel Certificates Section 36(a) Required Tenants Section 36(a) Scheduled Closing Date Section 18 Specially Designated Nationals and Blocked Persons Section 11(c)(xvii) Subsidiary(ies) Section 2(d) Subsidiary Owner Section 2(d) Substitute Guarantor Section 38(b) Survey Section 5(a) Taking Section 13(a) Tax Certiorari Proceeding Section 15 Tenant Estoppel Certificate Section 36(a) Tenant Inducement Costs Section 7(h)(ii) Termination Nullification Notice Section 20(d)(i) Termination Nullification Period Section 20(d)(i) Threshold Amount Section 20(c)(i) Title Company Section 6(a)(i) Title Cure Period Section 6(a)(iv) Title Objections Section 6(a)(iii) to Owner's Actual Knowledge Section 11(c) Transfer Tax Laws Section 16(a) Transfer Taxes Section 16(a) Transferred Security Deposits Section 17(a)(viii) Update Exception Section 6(a)(iii) Update Objection Deadline Section 6(a)(iii) Update Objections Section 6(a)(iii) U.S. Person Section 11(c)(xvii) Utilities Section 7(e) Violations Section 6(f) Waiver Notice Section 20(d)(i) View More