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Glossary of Defined Terms The location of the definition of each capitalized term used herein is set forth in this Glossary: A&R Rev LLC Agreement 2 Agreement 1 Board X-0 Xxxx XXX 0 Xxxx XXX Xxxx Contribution Amount 1 Bolt AIV Instrument of Contribution and Issuance A-1 Bolt AIV Rev Units 1 Bolt Energy 1 Bolt Energy Assignment Agreement A-1 Bolt Energy Cash Contribution Amount 1 Bolt Energy Contributed Assets 1 Bolt Energy Contributed Interests 1 Bolt Energy Contributor Subsidiary A-1 Bolt Energy Investment 1 Bolt Energy Management 1 Bolt Energy Rev Units 1 Business Day A-1 Casualty Event 10 Closing 5 Closing Date 5 Code A-1 Confidential Information A-1 Consent A-1 Continuing Credit Support X-0 Xxxxxxxx X-0 Contributed Entities 2 Contributed Entity 2 Contribution Date A-2 Contributor 1 Contributor Assignment Agreements A-2 Contributor Subsidiary A-2 Contributor Subsidiary Accrued Income Taxes A-2 Contributor Subsidiary Income Tax Return 20 Contributor Subsidiary Indebtedness A-2 Contributors 1 Credit Support A-3 D&O Indemnified Parties 20 Development Project Expenses A-3 Employee Benefit Plan A-3 Environmental Claim A-4 Environmental Laws A-4 Environmental Permit A-4 Equity Value Model X-0 Facility Assets A-4 Formation Date 1 Fund III 1 Fund III Assignment Agreement A-5 Fund III Contributed Interests 2 Fund III Contributor Subsidiary A-5 Fund III Investment 2 Fund III Retained Assets A-5 Fund III Rev Units 2 Fund IV Cash Contribution Amount 2 Fund IV Contributed Assets 2 Fund IV Contributed Interests 2 Fund IV Contributor Subsidiary A-6 Fund IV Investment 2 Fund IV Rev Xxxxx 0 Gen IV Contributed Interests 2 Gen IV Investments 2 Gen IV Rev Units 2 Governmental Entity A-6 Hazardous Material A-6 Income Tax A-7 Income Tax Return A-7 Intellectual Property A-7 Xxxxxxxxx X-0 Laws A-7 Legal Proceeding A-7 Liabilities A-7 LS Power Entities 25 LSP Development 2 LSP Gen IV 15 Management Employee 21 Management Employees 21 Material Adverse Effect X-0 Xxxxx X-0 Original Rev LLC Agreement 1 Parties 1 Party 1 Permits X-0 Xxxxxxxxx Xxxxx X-0 Xxxxxx X-0 Principal Facility Documents A-9 Real Property A-9 Replacement Credit Support A-10 Rev 1 Rev Contributed Assets 2 Rev Entities 1 Rev Entity 1 Rev Holdco 1 Rev Holdings 1 Rev Intermediary 1 Rev Ops 2 Rev Subsidiary Contribution Agreement 5 Rev Subsidiary Contributions 3 Securities Act A-10 Straddle Period A-10 Subsidiary A-10 Tax A-10 Tax Proceeding 20 Tax Return X-00 Xxxxx X-00 Taxing Authority A-10 Third Party A-11 Transaction Documents A-11 Transactions 5 Transfer Taxes 20 Transferred Employee 21 Willkie 25
Glossary When a defined term is used, it will be italicized.
INDEX OF DEFINED TERMS 15Ga-1 Notice 21 Accountant’s Due Diligence Report 16 Affected Loan(s) 19 Agreement 1 Bank of America Lender Successor Borrower Right 22 Xxxx of Sale 2 Certificate Administrator 1 Certificate Purchase Agreement 1 Certificates 1 Closing Date 2 Collateral Information 11 Crossed Mortgage Loans 18 Cure Request 17 Custodian 1 Defective Mortgage Loan 18 Dispute 21 Final Judicial Determination 21 Final Memorandum 2 Indemnification Agreement 14 Initial Purchasers 1 Master Servicer 1 Material Breach 17 Material Document Defect 17 Mortgage File 3 Mortgage Loan Schedule 2 Mortgage Loans 1 Mortgage Note 1 Mortgagor 1 MOU 27 Officer’s Certificate 7 Other Mortgage Loans 1 Pooling and Servicing Agreement 1 Preliminary Memorandum 2 Private Certificates 1 Prospectus Supplement 2 Public Certificates 1 Purchaser 1 Repurchase Request 21 Seller 1 Seller Reporting Information 14 Seller’s Information 14 Special Servicer 1 Trust 1 Trust Advisor 1 Trustee 1 UCC 5 Underwriters 1 Underwriting Agreement 1 Mortgage Loan Purchase Agreement (this “Agreement”), dated July 24, 0000, xxxxxxx Xxxx xx Xxxxxxx, National Association (“Seller”) and Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of August 1, 2015, between Purchaser, as depositor, Xxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), and Wilmington Trust, National Association, as trustee (the “Trustee”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2015-C24, Commercial Mortgage Pass-Through Certificates, Series 2015-C24 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, CIBC World Markets Corp. and Xxxxxx Xxxxxxxx, LLC, as underwriters (in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class X-B, Class X-D, Class D, Class E, Class F, Class G, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as initial purchasers (in such capacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated October 1, 2013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated July 15, 2015 (as supplemented by the preliminary private placement memorandum supplement, dated July 20, 2015, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:
Certain Defined Terms As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):
Undefined Terms Terms that may appear in this Agreement which are not defined. Parties acknowledge and agree that any such terms shall be construed in accordance with customary usage in the telecommunications industry as of the effective date of this Agreement.
Defined Terms; References Unless otherwise specifically defined herein, each term used herein which is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference to "hereof", "hereunder", "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Credit Agreement shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby.
Capitalized Terms; Rules of Usage Capitalized terms used in this Agreement that are not otherwise defined shall have the meanings ascribed thereto in Appendix 1 to the Exchange Note Supplement or, if not defined therein, in Appendix A to the Collateral Agency Agreement, which Appendices are hereby incorporated into and made a part of this Agreement. Appendix 1 also contains rules as to usage applicable to this Agreement. Except as otherwise specified herein or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Agreement:
Incorporation of Recitals; Defined Terms The parties hereto acknowledge that the Recitals set forth above are true and correct in all material respects. The defined terms in the Recitals set forth above are hereby incorporated into this Agreement by reference. All other capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement.
Defined Terms As used in this Agreement, the following terms have the meanings specified below:
Other Defined Terms As used in this Agreement, the following terms have the meanings specified below:
