Accounting Principles Board Uses in Definitions Clause

Definitions from Loan and Security Agreement

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

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

Definitions from Revolving Credit Agreement

THIS REVOLVING CREDIT AGREEMENT, dated as of October 13, 2016 (this Agreement), is entered into by and between BYLINE BANCORP, INC., an Illinois corporation, as Borrower (Borrower) and THE PRIVATEBANK AND TRUST COMPANY, as Lender (PrivateBank or Lender).

Definitions. The following terms shall have the following meanings: Acquisition means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or a substantial portion of the assets of a Person, or of all or a substantial portion of any business or division of a Person, (b) the acquisition of in excess of 50% of the Capital Securities of any Person, or otherwise causing any Person to become a Subsidiary, or (c) a merger or consolidation or any other combination with another Person (other than a Person that is already a Subsidiary). Affiliate of any Person means (a) any other Person which, directly or indirectly, controls or is controlled by or is under common control with such Person, (b) any officer or director of such Person and (c) with respect to Lender, any entity administered or managed by Lender or an Affiliate or investment advisor thereof and which is engaged in making, purchasing, holding or otherwise investing in commercial loans. A Person shall be deemed to be controlled by any other Person if such Person possesses, directly or indirectly, power to vote 5% or more of the securities (on a fully diluted basis) having ordinary voting power for the election of directors or managers or power to direct or cause the direction of the management and policies of such Person whether by contract or otherwise. Agreement is defined in the recitals to this Agreement. Anti-Terrorism Laws are defined in Section 7.23(a). Anti-Terrorism Order is defined in Section 7.23(a) Assignee is defined in Section 13.13.1. Attorney Costs means, with respect to any Person, all reasonable fees and charges of any counsel to such Person, the reasonable allocable cost of internal legal services of such Person, all reasonable disbursements of such internal counsel and all court costs and similar legal expenses. Average Total Assets shall have the definition provided in, and shall be determined in accordance with, the rules, regulations, guidance and instructions of the FRB, FDIC or other primary federal regulator. Bank Merger is defined in the recitals to this Agreement. Bank Product Agreements means those certain cash management service agreements entered into from time to time between Borrower or any Depository Institution Subsidiary and Lender or its Affiliates in connection with any of the Bank Products. Bank Product Obligations means all obligations, liabilities, contingent reimbursement obligations, fees, and expenses owing by Borrower or any Depository Institution Subsidiary to Lender or its Affiliates pursuant to or evidenced by the Bank Product Agreements and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all such amounts that Borrower or any Depository Institution Subsidiary is obligated to reimburse to Lender as a result of Lender purchasing participations or executing indemnities or reimbursement obligations with respect to the Bank Products provided to Borrower or any Depository Institution Subsidiary pursuant to the Bank Product Agreements. Bank Products means any service or facility extended to Borrower or any Depository Institution Subsidiary by Lender or its Affiliates, including, without limitation, (a) deposit accounts, (b) cash management services, including, without limitation, controlled disbursement, lockbox, electronic funds transfers (including, without limitation, book transfers, fedwire transfers, ACH transfers), online reporting and other services relating to accounts maintained with Lender or its Affiliates, (c) debit cards and (d) Hedging Agreements. Borrower is defined in the preamble of this Agreement. BSA is defined in Section 8.4. Business Day means any day on which PrivateBank is open for commercial banking business in Chicago, Illinois. Byline Bank is defined in the recitals to this Agreement. Call Report means the quarterly report of income and condition filed by any Depository Institution Subsidiary with its primary federal regulator. Capital Lease means, with respect to any Person, any lease of (or other agreement conveying the right to use) any real or personal property by such Person that, in conformity with GAAP, is accounted for as a capital lease on the balance sheet of such Person. Capital Securities means, with respect to any Person, all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of such Persons capital, whether now outstanding or issued or acquired after the Closing Date, including common shares, preferred shares, membership interests in a limited liability company, limited or general partnership interests in a partnership, interests in a trust, interests in other unincorporated organizations or any other equivalent of such ownership interest. Closing Date is defined in Section 11.1. Code means the Internal Revenue Code of 1986, as am

DEFINITIONS from First Supplemental Indenture

FIRST SUPPLEMENTAL INDENTURE, dated as of May 25, 2017 (this First Supplemental Indenture), to the Base Indenture (defined below) between First Busey Corporation, a Nevada corporation (the Company), and U.S. Bank National Association, a national banking association, as Trustee (the Trustee).

DEFINITIONS. Terms used but not defined in this First Supplemental Indenture shall have the meanings ascribed to them in the Base Indenture. References in this First Supplemental Indenture to article and section numbers shall be deemed to be references to article and section numbers of this First Supplemental Indenture unless otherwise specified. For purposes of this First Supplemental Indenture, the following terms have the meanings ascribed to them as follows: Base Indenture has the meaning provided in the recitals. Busey Bank means Busey Bank, an Illinois state-chartered bank which is a Wholly Owned Subsidiary of the Company. Company has the meaning provided in the preamble. Depository has the meaning provided in Section 2.03(b). First Supplemental Indenture has the meaning provided in the preamble. GAAP means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied. Indenture has the meaning provided in the recitals. Interest Payment Date has the meaning provided in Section 2.04(b). Maturity Date has the meaning provided in Section 2.02. Notes has the meaning provided in the recitals. Paying Agent has the meaning provided in Section 2.03(d). Subordinated Notes means the Companys Fixed-to-Floating Rate Subordinated Notes due May 25, 2027. Trustee has the meaning provided in the preamble until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

Definitions from Loan Agreement

THIS LOAN AGREEMENT, dated as of June 23, 2016 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this "Agreement"), by and between METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation, having an address at 10 Park Avenue, Morristown, PO Box 1902, New Jersey 07960 (together with its affiliates and/or their respective successors and assigns, "Lender"), and CHSP BOSTON II LLC, a Delaware limited liability company, having an address at 1997 Annapolis Exchange Parkway, Suite 410, Annapolis, Maryland 21401 ("Borrower").

Definitions. For all purposes of this Agreement, except as otherwise expressly provided:"Actions" shall have the meaning set forth in Section 5.1.18(a)."Affiliate" shall mean, as to any Person, any other Person that, directly or indirectly, (i) owns more than ten percent (10%) of such Person, or (ii) is in Control of, is Controlled by or is under common ownership or Control with such Person."Agreement" shall have the meaning set forth in the introductory paragraph hereto."ALTA" shall mean American Land Title Association or any successor thereto."Appraisal" shall mean an appraisal with respect to the Property conducted in accordance with the standards of the Appraisal Institute by an Appraiser and certified by such Appraiser as having been prepared in accordance with the requirements of the Standards of Professional Practice of the Appraisal Institute and the Uniform Standards of Professional Appraisal Practice of the Appraisal Foundation, as well as FIRREA."Appraiser" shall mean an independent appraiser, selected by Lender or any applicable Servicer, that is a member in good standing of the Appraisal Institute and that is certified or licensed in the State in which the Property is located, and who has a minimum of five (5) years' experience in the appraisal of comparable properties in the geographic area in which the Property is located."Approved FF&E Expense" for any period shall mean the amount expended for FF&E Work in, at, or to, the Property."Approved Management Agreement" shall have the meaning set forth in Section 8.1(b)(ii)(5)."Approved Plans and Specifications" shall have the meaning set forth in Section 6.2.3(a)."Architect" shall have the meaning set forth in Section 6.2.3(a)."Assignment of Leases" shall mean that certain first priority Assignment of Leases and Rents, dated as of the date hereof, from Borrower and TRS Entity, as assignor, to Lender, as assignee, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time."Assignment of Management Agreement" shall mean that certain Subordination Non-disturbance and Attornment Agreement with respect to the Management Agreement, dated as of the date hereof among TRS Entity, Manager and Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time."Award" shall mean any and all compensation, awards, damages, proceeds and payments or relief for the Condemnation paid in connection with a Condemnation in respect of all or any part of the Property."Bankruptcy Code" shall mean Title 11 of the United States Code entitled "Bankruptcy", as amended from time to time, and any successor statute or statutes and all rules and regulations from time to time promulgated thereunder, and any comparable foreign laws relating to bankruptcy, insolvency or creditors' rights."Basic Carrying Costs" shall mean the sum of the following costs associated with the Property for the relevant Fiscal Year or payment period: (i) Taxes and (ii) Insurance Premiums."Borrower" shall have the meaning set forth in the introductory paragraph hereto."Borrower's Constituents" shall have the meaning set forth in Section 4.1.30."Broker" shall have the meaning set forth in Section 12.22."Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday on which national banks or Lender are not open for general business in (i) the State of New York, or (ii) the state where the servicing offices of the Servicer are located."Capital Expenditures" shall mean for any period amounts expended for replacements and alterations to the Property and required to be capitalized according to GAAP. "Casualty" shall mean the occurrence of any casualty, damage or injury, by fire or otherwise, to the Property or any part thereof."Claims" shall have the meaning set forth in Section 5.2.2."Closing Date" shall mean the date of funding the Loan."CLT" shall have the meaning set forth in Section 8.1(b)(i)."Code" shall mean the Internal Revenue Code of 1986, as amended, and as it may be further amended from time to time, any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form."Condemnation" shall mean a temporary or permanent taking by any Governmental Authority as the result or in lieu or in anticipation of the exercise of the right of condemnation or eminent domain, of all or any part of the Property, or any interest therein or right accruing thereto, including any right of access thereto or any change of grade affecting the Property or any part thereof. Condemnation shall include any grant or conveyance in lieu of condemnation or eminent domain."Contractor" shall have the meaning set forth in Section 6.2.3(a)."Control" shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management, policies or activities of a Person, whether through ownership of voting securities, by contract or otherwise. The de

Definitions from Stock Incentive Plan

Definitions. As used herein, the following definitions shall apply. 2003 Plan shall mean PacWest Bancorp 2003 Stock Incentive Plan, originally adopted as of April 18, 2003, and as amended and restated hereby. Act shall mean the Securities Act of 1933, as amended. Administrator shall mean the Board or any one of the Committees. Affiliate shall mean any parent or subsidiary (as defined in Sections 424(e) and (f) of the Code) of the Company. APB 25 shall mean Opinion 25 of the Accounting Principles Board, as amended, and any successor thereof. Award shall mean an Option, Stock Award, or a SAR. Board shall mean the Board of Directors of the Company. Cause shall have the meaning given to it under the Participants employment agreement with the Company or Affiliate, or a policy of the Company or an Affiliate. If the Participant does not have an employment agreement or the employment agreement does not define this term, or the Company or an Affiliate does not have a policy that defines this term, then Cause shall include malfeasance or gross misfeasance in the performance of duties or conviction of illegal activity in connection therewith or any conduct detrimental to the interests of the Company or an Affiliate which results in termination of the Participants service with the Company or an Affiliate, as determined by the Administrator. Change in Control shall mean:

Definitions from Amended and Restated

Definitions. As used herein, the following definitions shall apply. 2003 Plan shall mean PacWest Bancorp 2003 Stock Incentive Plan, originally adopted as of April 18, 2003, and as amended and restated hereby. Act shall mean the Securities Act of 1933, as amended. Administrator shall mean the Board or any one of the Committees. Affiliate shall mean any parent or subsidiary (as defined in Sections 424(e) and (f) of the Code) of the Company. APB 25 shall mean Opinion 25 of the Accounting Principles Board, as amended, and any successor thereof. Award shall mean an Option, Stock Award, or a SAR. Board shall mean the Board of Directors of the Company. Cause shall have the meaning given to it under the Participants employment agreement with the Company or Affiliate, or a policy of the Company or an Affiliate. If the Participant does not have an employment agreement or the employment agreement does not define this term, or the Company or an Affiliate does not have a policy that defines this term, then Cause shall include malfeasance or gross misfeasance in the performance of duties or conviction of illegal activity in connection therewith or any conduct detrimental to the interests of the Company or an Affiliate which results in termination of the Participants service with the Company or an Affiliate, as determined by the Administrator. Change in Control shall mean:

Definitions from Credit Agreement

CREDIT AGREEMENT, dated as of December 22, 2014, by and among ALLEGIANCE BANCSHARES, INC., a Texas corporation (the Borrower), and Prosperity Bank (the Lender).

Definitions. The following terms when used in this Agreement shall have the meanings assigned to them below: Affiliate means, with respect to any Person, any other Person (other than a Subsidiary of the Borrower) 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. 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. The terms controlling and controlled have meanings correlative thereto. Agreement means this Credit Agreement, as amended, restated, supplemented or otherwise modified from time to time. 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 Rate means the Prime Rate minus one quarter of one percent (0.25%). Attributable Indebtedness means, on any date of determination, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease, the capitalized amount or principal amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease. Bank means Allegiance Bank Texas, a Wholly-Owned Subsidiary of the Borrower, the deposits of which are insured by the FDIC pursuant to the FDIA. Bankers Blanket Bond means a fidelity bond or insurance policy providing coverage for losses resulting from criminal activities and other actions of employees, officers or directors of a Subsidiary of Bank. Bank Regulatory Authority means the FRB, the OCC, the FDIC, and all other relevant regulatory authorities (including, without limitation, relevant state bank regulatory authorities). Bank Subsidiary means each Subsidiary of the Borrower, the deposits of which are insured by the FDIC pursuant to the FDIA. Business Day means any day other than a Saturday, Sunday or legal holiday on which banks in Houston, Texas are open for the conduct of their commercial banking business. Call Report means, for the Bank, the Consolidated Reports of Condition and Income (FFIEC Form 031 or Form 041), or any successor form promulgated by the FFIEC. Capital Lease means any lease of any property by the Borrower or any of its Subsidiaries, as lessee, that should, in accordance with GAAP, be classified and accounted for as a capital lease on a Consolidated balance sheet of the Borrower and its Subsidiaries. Capital Stock means (a) in the case of a corporation, common stock or other capital stock, (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (c) in the case of a partnership, partnership interests (whether general or limited), (d) in the case of a limited liability company, membership interests, (e) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person and (f) any and all warrants, rights or options to purchase any of the foregoing. Change in Control means an event or series of events by which any of the following occur: (a) the acquisition during any 12-month period by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended), other than Permitted Equity Holders, of Beneficial Ownership (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended) of 35% or more of the Capital Stock or voting power of Borrower (or any one of its successors); (b) other than the F&M Acquisition, Borrower or the Bank (or any one of its successors) consolidates with, or merges with or into, another Person, or conveys, transfers, leases or otherwise disposes directly or indirectly of all or substantially all of its assets to any Person, or any Person consolidates with, or merges with or into, Borrower or the Bank, in each case, whether pursuant to one or any series of transactions, except where the ultimate beneficial owners of Borrowers outstanding Capital Stock or voting power immediately prior to such transaction or transactions own not less than 65% of the outstanding Capital Stock or voting power of Borrower (or such successor) immediately after such transaction or transactions; (c) during any 12-month period, the majority of the seats (other than vacant seats) on the board of directors of Borrower cease to b

Definitions from Credit Agreement

CREDIT AGREEMENT, dated as of December 22, 2014, by and among ALLEGIANCE BANCSHARES, INC., a Texas corporation (the Borrower), and Prosperity Bank (the Lender).

Definitions. The following terms when used in this Agreement shall have the meanings assigned to them below: Affiliate means, with respect to any Person, any other Person (other than a Subsidiary of the Borrower) 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. 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. The terms controlling and controlled have meanings correlative thereto. Agreement means this Credit Agreement, as amended, restated, supplemented or otherwise modified from time to time. 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 Rate means the Prime Rate minus one quarter of one percent (0.25%). Attributable Indebtedness means, on any date of determination, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease, the capitalized amount or principal amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease. Bank means Allegiance Bank Texas, a Wholly-Owned Subsidiary of the Borrower, the deposits of which are insured by the FDIC pursuant to the FDIA. Bankers Blanket Bond means a fidelity bond or insurance policy providing coverage for losses resulting from criminal activities and other actions of employees, officers or directors of a Subsidiary of Bank. Bank Regulatory Authority means the FRB, the OCC, the FDIC, and all other relevant regulatory authorities (including, without limitation, relevant state bank regulatory authorities). Bank Subsidiary means each Subsidiary of the Borrower, the deposits of which are insured by the FDIC pursuant to the FDIA. Business Day means any day other than a Saturday, Sunday or legal holiday on which banks in Houston, Texas are open for the conduct of their commercial banking business. Call Report means, for the Bank, the Consolidated Reports of Condition and Income (FFIEC Form 031 or Form 041), or any successor form promulgated by the FFIEC. Capital Lease means any lease of any property by the Borrower or any of its Subsidiaries, as lessee, that should, in accordance with GAAP, be classified and accounted for as a capital lease on a Consolidated balance sheet of the Borrower and its Subsidiaries. Capital Stock means (a) in the case of a corporation, common stock or other capital stock, (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (c) in the case of a partnership, partnership interests (whether general or limited), (d) in the case of a limited liability company, membership interests, (e) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person and (f) any and all warrants, rights or options to purchase any of the foregoing. Change in Control means an event or series of events by which any of the following occur: (a) the acquisition during any 12-month period by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended), other than Permitted Equity Holders, of Beneficial Ownership (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended) of 35% or more of the Capital Stock or voting power of Borrower (or any one of its successors); (b) other than the F&M Acquisition, Borrower or the Bank (or any one of its successors) consolidates with, or merges with or into, another Person, or conveys, transfers, leases or otherwise disposes directly or indirectly of all or substantially all of its assets to any Person, or any Person consolidates with, or merges with or into, Borrower or the Bank, in each case, whether pursuant to one or any series of transactions, except where the ultimate beneficial owners of Borrowers outstanding Capital Stock or voting power immediately prior to such transaction or transactions own not less than 65% of the outstanding Capital Stock or voting power of Borrower (or such successor) immediately after such transaction or transactions; (c) during any 12-month period, the majority of the seats (other than vacant seats) on the board of directors of Borrower cease to b

Definitions from Amended and Restated Credit Agreement

THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 15, 2015, is entered into by and among RenaissanceRe Holdings Ltd., a Bermuda company (the Borrower), various financial institutions from time to time party hereto (the Lenders) and Wells Fargo Bank, National Association (Wells Fargo), as Administrative Agent.

Definitions. When used herein the following terms shall have the following meanings: Account Designation Letter means a letter from the Borrower to the Administrative Agent, duly completed and signed by an Executive Officer of the Borrower and in form and substance reasonably satisfactory to the Administrative Agent, listing any one or more accounts to which the Borrower may from time to time request the Administrative Agent to forward the proceeds of any Loans made hereunder. Administrative Agent means Wells Fargo in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent. Administrative Agents Office means the Administrative Agents address and, as appropriate, its account as set forth on Schedule 10.2, or such other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders. Administrative Questionnaire means an Administrative Questionnaire in a form approved by the Administrative Agent. Affiliate means, with respect to any Person, another Person (whether or not existing as of the date hereof) that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. Aggregate Commitments means the Commitments of all the Lenders. Agreement means this Credit Agreement. Annual Statement means the annual financial statement of an Insurance Subsidiary as required to be filed with the applicable Governmental Authority of such Insurance Subsidiarys domicile, together with all exhibits or schedules filed therewith, prepared in conformity with SAP. Anti-Corruption Laws means the Foreign Corrupt Practices Act and all other federal or state laws, rules, and regulations of the United States and any national laws, rules and regulations of any foreign country, in each case applicable to the Borrower and its Subsidiaries concerning or relating to bribery or corruption. Applicable Commitment Fee Rate means the rate set forth opposite the Commitment Fee Rate on the Pricing Grid for the applicable Pricing Level. Applicable Margin means (a) in the case of Eurodollar Rate Loans, the rate set forth opposite Eurodollar Rate Margin on the Pricing Grid for the applicable Pricing Level and (b) in the case of Base Rate Loans, the rate set forth opposite Base Rate Loan Margin on the Pricing Grid for the applicable Pricing Level. Applicable Percentage means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Commitments represented by such Lenders Commitment at such time. If the commitment of each Lender to make Loans have been terminated pursuant to Section 7.2 or if the Aggregate Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.1 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable. Approved Fund means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. Arrangers means each of Wells Fargo Securities, LLC and Citigroup Global Markets Inc., in their respective capacities as joint lead arrangers and joint lead bookrunners. Assignee Group means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor. Assignment and Assumption means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 10.6(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit C or any other form approved by the Administrative Agent. Availability Period means the period from and including the Effective Date to the earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate Commitments pursuant to Section 2.4, and (c) the date of termination of the Commitment of each Lender to make Loans pursuant to Section 7.2. Base Rate means the highest of (a) the per annum interest rate publicly announced from time to time by Wells Fargo in Charlotte, North Carolina, to be its prime rate (which may not necessarily be its best lending rate), as adjusted to conform to changes as of the opening of business on the date of any such change in such prime rate, (b) the Federal Funds Rate plus 0.5% per annum, as adjusted to conform to changes as of the opening of business on the date of any such change in the Federal Funds Rate, (c) the Eurodollar Rate for an Interest Period of one month plus 1.00%, as adjusted to conform to changes as of the opening of business on the date of any such change of such Eurodollar Rate and (d) 0%. Ba

Definitions from Mezzanine Loan Agreement

THIS MEZZANINE LOAN AGREEMENT, dated as of June 11, 2012 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this "Agreement"), between PEARLMARK MEZZANINE REAL TY PARTNERS III, L.L.C., a Delaware limited liability company, and TMRP Ill CO-INVESTMENT, L.L.C., a Delaware limited liability company, each having an address at c/o Pear~k Real Estate Partners, 200 West Madison Street, Suite 3200, Chicago, Illinois 60606 (together with its successors and assigns, collectively, "Lender"), and 110 WILLIAM MEZZ, LLC, a Delaware limited liability company, having an address at c/o Swig Equities, LLC, 110 William Street, 1st Floor, New York, New York 10038 (together with its permitted successors and assigns, collectively, "Borrower").

Definitions. For all purposes of this Agreement, except as otherwise expressly provided:"Acceptable Accounting Basis" shall mean GAAP, income tax basis or such other accounting basis selected by Borrower and reasonably acceptable to Lender, in each case, which accounting basis shall be consistently applied."Accounts" shall mean, collectively, the Mezzanine Deposit Account, the Mezzanine Loan Excess Cash Flow Account and any other account now or hereafter established by this Agreement or the other Loan Documents."Act" shall have the meaning set forth in Section 3.l.24(s) hereof."Affiliate" shall mean, as to any Person, any other Person that (i) directly or indirectly, owns ten percent (10%) or more of legal, beneficial or economic interests in such Person, (ii) is in control of, is controlled by or is under common ownership or control with such Person, (iii) is a director or officer of such Person or of an Affiliate of such Person and/or (iv) is the spouse, issue or parent of such Person or of an Affiliate of such Person. As used in this definition, the term "control" means the possession, directly or indirectly, of tlie power to direct or cause the direction of the management, policies or activities of a Person, whether through ownership of voting securities, by contract or otherwise and the terms "controlled" and "controlling" shall have correlative meanings."Affiliated Manager" shall mean any Manager that is an Affiliate of Mortgage Borrower, Borrower, Sole Member or Guarantor."Agreement" shall have the meaning set forth in the introductory paragraph hereto."Alteration Threshold" shall mean $1,450,000.00."Annual Budget" shall mean the operating and capital budget for the Property prepared by Mortgage Borrower in accordance with Section 4.1.6(h) hereof for the applicable period or Fiscal Year."Approved Annual Budget" shall have the meaning set forth in Section 4.1.6(h) hereof."Assignment of Leases" shall have the meaning set forth in the Mortgage Loan Agreement."Award" shall mean any compensation paid by any Governmental Authority in connection with a Condemnation."Bankruptcy Action" shall mean, with respect to any Person, (i) such Person filing a voluntary petition under the Bankruptcy Law; (ii) the filing of an involuntary petition against such Person under the Bankruptcy Law, or soliciting or causing to be solicited petitioning creditors for any involuntary petition against such Person; (iii) such Person filing an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it, by any other Person under the Bankruptcy Law; (iv) such Person consenting to or acquiescing in or joining in an application for the appointment of a custodian, receiver, trustee, or examiner for such Person or any portion of the Property or the Collateral; or (v) such Person making an assignment for the benefit of creditors, or admitting, in writing or in any legal proceeding, its insolvency or inability to pay its debts as they become due."Bankruptcy Law" shall mean the U.S. Bankruptcy Code, any other federal, state or foreign bankruptcy or insolvency law and any comparable foreign laws relating to bankruptcy, insolvency or creditors' rights."Borrower" shall have the meaning set forth in the introductory paragraph hereto."Borrower's Recourse Liabilities" shall have the meaning set forth in Section 11.22 hereof."Broker" shall have the meaning set forth in Section 11.21 hereof."Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday on which national banks are not open for general business in (i) the State of New York, or (ii) the state where the servicing offices of the Servicer are located."Capital Expenditure Account" shall have the meaning set forth in the Mortgage Loan Agreement."Capital Expenditure Funds" shall have the meaning set forth in the Mortgage Loan Agreement."Capital Expenditures" shall mean, for any period, the amounts expended for items required to be capitalized under an Acceptable Accounting Basis (including expenditures for replacements, building improvements, major repairs, alterations to the Property, tenant improvements and leasing commissions)."Cash Management Account" shall have the meaning set forth in Section 2.7.2 hereof"Cash Management Agreement" shall mean that certain Cash Management Agreement, dated as of the date hereof, among Mortgage Lender, Mortgage Borrower, Manager, and Cash Management Bank, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time."Cash Management Bank" shall mean Wells Fargo Bank, N.A. or any successor Eligible Institution acting as Cash Management Bank under the Cash Management Agreement."Casualty" shall mean any casualty, damage or injury, by fire or otherwise, to the Property or any part thereof."Cause" shall mean, with respect to an Independent Director, (i) any acts or omissions by such Independent Director that constitute systematic, persistent or willful disregard of su