CUSIP Service Bureau Uses in Definitions Clause

Definitions from Mortgage

AGREEMENT, dated as of February 16, 2017, among the Federal Home Loan Mortgage Corporation ("Freddie Mac") and Holders of Debt Securities (each as hereinafter defined).

Definitions. Whenever used in this Agreement, the following words and phrases shall have the following meanings, unless the context otherwise requires. Additional Debt Securities: Debt Securities issued by Freddie Mac with the same terms (other than Issue Date, interest commencement date and issue price) and conditions as Debt Securities for which settlement has previously occurred so as to form a single series of Debt Securities as specified in the applicable Supplemental Agreement. Agreement: This Global Debt Facility Agreement dated as of February 16, 2017, as it may be amended or supplemented from time to time, and successors thereto pursuant to which Freddie Mac issues the Debt Securities. Amortizing Debt Securities: Debt Securities on which Freddie Mac makes periodic payments of principal during the terms of such Debt Securities as described in the related Supplemental Agreement. Beneficial Owner: The entity or individual that beneficially owns a Debt Security. Bonds: Callable or non-callable, puttable or non-puttable Debt Securities with maturities of more than ten years. Book-Entry Rules: The Department of Housing and Urban Development regulations (24 C.F.R. Part 81, Subpart H) applicable to the Fed Book-Entry Debt Securities, FHFA regulations, 12 C.F.R. Part 1249, and such procedures as to which Freddie Mac and the FRBNY may agree. Business Day: (i) With respect to Fed Book-Entry Debt Securities, any day other than (a) a Saturday, (b) a Sunday, (c) a day on which the FRBNY is closed, (d) as to any Holder of a Fed Book-Entry Debt Security, a day on which the Federal Reserve Bank that maintains the Holder's account is closed, or (e) a day on which Freddie Mac's offices are closed; and (ii) with respect to Registered Debt Securities, any day other than (a) a Saturday, (b) a Sunday, (c) a day on which banking institutions are closed in (i) the City of New York, if the Specified Payment Currency is U.S. dollars or (2) the Principal Financial Center of the country of such Specified Payment Currency, if the Specified Payment Currency is other than U.S. dollars or euro, (d) if the Specified Payment Currency is euro, a day on which the TARGET2 system is not open for settlements, or a day on which payments in euro cannot be settled in the international interbank market as determined by the Global Agent, (e) for any required payment, a day on which banking institutions are closed in the place of payment, or (f) a day on which Freddie Mac's offices are closed. Calculation Agent: Freddie Mac or a bank or broker-dealer designated by Freddie Mac in the applicable Supplemental Agreement as the entity responsible for determining the interest rate on a Variable Rate Debt Security. Calculation Date: In each year, each of those days in the calendar year that are specified in the applicable Supplemental Agreement as being the scheduled Interest Payment Dates regardless, for this purpose, of whether any such date is in fact an Interest Payment Date and, for the avoidance of doubt, a "Calculation Date" may occur prior to the Issue Date or after the last Principal Payment Date. Cap: A maximum interest rate at which interest may accrue on a Variable Rate Debt Security during any Interest Reset Period. Citibank - London: Citibank, N.A., London office, the Global Agent for Registered Debt Securities. Citigroup - Frankfurt: Citigroup Global Markets Deutschland AG, the Registrar for Registered Debt Securities. Clearstream, Luxembourg: Clearstream Banking, societe anonyme, which holds securities for its participants and facilitates the clearance and settlement of securities transactions between its participants through electronic book-entry changes in accounts of its participants. CMS Determination Date: The second New York Banking Day preceding the applicable Reset Date. CMS Rate: The rate determined by the Calculation Agent in accordance with Section 2.07(i)(N). CMT Determination Date: The second New York Banking Day preceding the applicable Reset Date. CMT Rate: The rate determined by the Calculation Agent in accordance with Section 2.07(i)(M). Code: The Internal Revenue Code of 1986, as amended. Common Depositary: The common depositary for Euroclear, Clearstream, Luxembourg and/or any other applicable clearing system, which will hold Other Registered Debt Securities on behalf of Euroclear, Clearstream, Luxembourg and/or any such other applicable clearing system. CUSIP Number: A unique nine-character designation assigned to each Debt Security by the CUSIP Service Bureau and used to identify each issuance of Debt Securities on the records of the Federal Reserve Banks or DTC, as applicable. Day Rate: The arithmetic mean for each day in a Seven-Day Period as determined by the Calculation Agent in accordance with Section 2.07(i)(P)(2). Dealers: Firms that engage in the business of dealing or trading in debt securities as agents, brokers or principals. Debt Securities: Unsecured subordinated or unsubordinated notes, bonds and other debt secur

Definitions from Convertible Debenture

INDENTURE (this Indenture), dated as of December 15, 2015, between SunPower Corporation, a corporation duly organized under the laws of the State of Delaware (the Company), and Wells Fargo Bank, National Association, as Trustee (the Trustee).

Definitions. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01. The words herein, hereof, hereunder, and words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. The terms defined in this Article include the plural as well as the singular. Act of Holders has the meaning specified in Section 13.17(a). Additional Debentures has the meaning specified in Section 2.12. Additional Interest shall mean any additional interest payable pursuant to an increase in the interest rate payable on the Debentures pursuant to any of Section 5.06(a), Section 5.06(b) and Section 5.07. 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 the purposes of this definition, control when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. Agent means any Registrar, Paying Agent, co-agent, co-registrar or Conversion Agent. Agent Members has the meaning specified in Section 2.06(h). Announcement Date has the meaning specified in Section 8.03(d). Applicable Procedures means, with respect to any conversion, transfer or exchange of beneficial ownership interests in a Global Debenture, the rules and procedures of the Depositary, to the extent applicable to such transfer or exchange. Automatic Exchange has the meaning specified in Section 2.07(a)(vi). Bankruptcy Law means Title 11 of the United States Code (or any successor thereto) or any similar federal or state law for the relief of debtors. Board of Directors means the Board of Directors of the Company or, other than in the case of the definition of Fundamental Change, any committee thereof duly authorized to act on behalf of such Board. Business Day means, with respect to any Debenture, any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed. Capital Stock of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity. Clause A Distribution has the meaning specified in Section 8.04(c). Clause B Distribution has the meaning specified in Section 8.04(c). Clause C Distribution has the meaning specified in Section 8.04(c). close of business means 5:00 p.m. (New York City time). Closing Date means the date of this Indenture. Closing Sale Price of the Common Stock on any date means the closing per share sale price (or, if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) at 4:00 p.m. (New York City time) on such date as reported in composite transactions for The NASDAQ Global Select Market or, if the Common Stock is not listed on The NASDAQ Global Select Market, the principal U.S. national or regional securities exchange on which the Common Stock is listed for trading or, if the Common Stock is not listed on a U.S. national or regional securities exchange, the Closing Sale Price shall be as reported by OTC Markets Group Inc. at 4:00 p.m. (New York City time) on such date (or in either case the then-standard closing time for regular trading on the relevant exchange or trading system). If the closing sale price of the Common Stock is not so reported, the Closing Sale Price shall be the average of the mid-point of the last bid and ask prices for the Common Stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company for this purpose. Commitment Agreement means the letter agreement, dated December 8, 2015, between Total and Goldman, Sachs & Co., as representative of the Initial Purchasers, pursuant to which Total agreed to purchase, in the aggregate, $100,000,000 of the aggregate principal amount of the Debentures to be offered pursuant to the Offering Memorandum (subject to the Company issuing at least $300 million in aggregate principal amount of the Debentures, including the Debentures to be purchased by Total). Commitment Debentures means the Debentures purchased by Total from the Initial Purchasers pursuant to the Commitment Agreement, whether held by Total or any Transferee of such Debentures. Common Stock means shares of the Companys comm

Definitions from Indenture

INDENTURE (the Indenture) dated as of July 24, 2007 among AmBev International Finance Co. Ltd. (the Issuer), a company incorporated with limited liability in the Cayman Islands (Cayman Islands), Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the Trustee), as calculating agent (the Calculating Agent) and as Paying Agent in New York (the Paying Agent) and Deutsche Bank Luxembourg S.A. as paying agent and transfer agent in Luxembourg.

Definitions. The following capitalized terms shall have the meanings set forth below: Act when used with respect to any Noteholder, has the meaning set forth in Section 9.1. Additional Amounts has the meaning set forth in Section 2.16(a). Additional Notes has the meaning set forth in Section 2.3(b). Affiliate with respect to any Person, means any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person; it being understood that for purposes of this definition, the term control (including the terms controlling, controlled by and under common control with) of a Person shall mean the possession, direct or indirect, of the power to vote 10% or more of the equity or similar voting interests of such Person or to direct or cause the direction of the management and policies of such Person, whether through the ownership of such interests, by contract or otherwise. Applicable Market Rate means, for any Rate Determination Date, the rate determined by the Calculation Agent (the R$ Ptax Rate) that is equal to the Real/U.S. dollar exchange rate, expressed as the amount of Reais per one U.S. dollar as reported by the Central Bank on the SISBACEN Data System under transaction code PTAX800 (Consultas de Cambio or Exchange Rate Enquiry), Option 5, Venda (Cotacoes para Contabilidade or Rates for Accounting Purposes) (or any successor screen established by the Central Bank), for such Rate Determination Date and which is available on Bloomberg by typing BZFXPTAX or at the Central Banks website at http://www.bcb.gov.br; provided, however, that if the Ptax Rate scheduled to be reported on any Rate Determination Date is not reported by the Central Bank on such Rate Determination Date, then the Applicable Market Rate will be BRL12. If the Applicable Market Rate cannot be calculated as described above, the Calculation Agent will determine the Applicable Market Rate by reference to the quotations received from three leading Brazilian banks as shall be selected by the Issuer in its sole discretion (collectively, the Reference Banks). The quotations will be determined in each case for such Rate Determination Date as soon as practicable after it is determined that the Applicable Market Rate cannot be calculated as described above for such Rate Determination Date. The Calculation Agent will ask each of the Reference Banks for quotations for the offered Real/U.S. dollar exchange rate for the sale of U.S. dollars. The Applicable Market Rate will be the average of the Real/U.S. dollar exchange rates obtained from the Reference Banks. If only two quotations are obtained, the Applicable Market Rate will then be the average of the Real/U.S. dollar exchange rates obtained from the Reference Banks. If only one quotation is obtained, the Applicable Market Rate will be that quotation. Where no such quotations are obtained from the Reference Banks, if the Issuer determines in its sole discretion that there are one or two other suitable replacement banks active in the Real/U.S. dollar market, the Calculation Agent shall ask such banks to provide such quotations and shall use such quotations as it receives to determine the Applicable Market Rate (taking an average rate, as set forth above, if applicable). Applicable Procedures has the meaning set forth in Section 2.12. Authenticating Agent means the Person acting as Authenticating Agent hereunder pursuant to Section 8.11. Authorized Agent means any Paying Agent, Authenticating Agent, Calculating Agent or Note Registrar or other agent appointed by the Trustee in accordance with this Indenture to perform any function that this Indenture authorizes the Trustee or such agent to perform. Authorized Representative of the Issuer or any other Person means the person or persons authorized to act on behalf of such entity by its chief executive officer, president, chief operating officer, chief financial officer or any vice president or its Board of Directors or any other governing body of such entity. Authorized Signatory means any officer of the Trustee or any other individual who shall be duly authorized by appropriate corporate action on the part of the Trustee to authenticate Notes. Board of Directors when used with respect to a corporation, means either the board of directors of such corporation or any committee of that board duly authorized to act for it, and when used with respect to a limited liability company, partnership or other entity other than a corporation, any Person or body authorized by the organizational documents or by the voting equity owners of such entity to act for them, including, in the case of a Brazilian corporation (sociedade anonima) or limited liability company (sociedade limitada), such corporations conselho de administracao and diretoria or such limited liability companys administrador(es). Board Resolution means, when used with respect to a corporation, a copy of a resolution certified by the secretary or an assistant secr

Definitions from Indenture

INDENTURE (the Indenture) dated as of July 24, 2007 among AmBev International Finance Co. Ltd. (the Issuer), a company incorporated with limited liability in the Cayman Islands (Cayman Islands), Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the Trustee), as calculating agent (the Calculating Agent) and as Paying Agent in New York (the Paying Agent) and Deutsche Bank Luxembourg S.A. as paying agent and transfer agent in Luxembourg.

Definitions. The following capitalized terms shall have the meanings set forth below: Act when used with respect to any Noteholder, has the meaning set forth in Section 9.1. Additional Amounts has the meaning set forth in Section 2.16(a). Additional Notes has the meaning set forth in Section 2.3(b). Affiliate with respect to any Person, means any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person; it being understood that for purposes of this definition, the term control (including the terms controlling, controlled by and under common control with) of a Person shall mean the possession, direct or indirect, of the power to vote 10% or more of the equity or similar voting interests of such Person or to direct or cause the direction of the management and policies of such Person, whether through the ownership of such interests, by contract or otherwise. Applicable Market Rate means, for any Rate Determination Date, the rate determined by the Calculation Agent (the R$ Ptax Rate) that is equal to the Real/U.S. dollar exchange rate, expressed as the amount of Reais per one U.S. dollar as reported by the Central Bank on the SISBACEN Data System under transaction code PTAX800 (Consultas de Cambio or Exchange Rate Enquiry), Option 5, Venda (Cotacoes para Contabilidade or Rates for Accounting Purposes) (or any successor screen established by the Central Bank), for such Rate Determination Date and which is available on Bloomberg by typing BZFXPTAX or at the Central Banks website at http://www.bcb.gov.br; provided, however, that if the Ptax Rate scheduled to be reported on any Rate Determination Date is not reported by the Central Bank on such Rate Determination Date, then the Applicable Market Rate will be BRL12. If the Applicable Market Rate cannot be calculated as described above, the Calculation Agent will determine the Applicable Market Rate by reference to the quotations received from three leading Brazilian banks as shall be selected by the Issuer in its sole discretion (collectively, the Reference Banks). The quotations will be determined in each case for such Rate Determination Date as soon as practicable after it is determined that the Applicable Market Rate cannot be calculated as described above for such Rate Determination Date. The Calculation Agent will ask each of the Reference Banks for quotations for the offered Real/U.S. dollar exchange rate for the sale of U.S. dollars. The Applicable Market Rate will be the average of the Real/U.S. dollar exchange rates obtained from the Reference Banks. If only two quotations are obtained, the Applicable Market Rate will then be the average of the Real/U.S. dollar exchange rates obtained from the Reference Banks. If only one quotation is obtained, the Applicable Market Rate will be that quotation. Where no such quotations are obtained from the Reference Banks, if the Issuer determines in its sole discretion that there are one or two other suitable replacement banks active in the Real/U.S. dollar market, the Calculation Agent shall ask such banks to provide such quotations and shall use such quotations as it receives to determine the Applicable Market Rate (taking an average rate, as set forth above, if applicable). Applicable Procedures has the meaning set forth in Section 2.12. Authenticating Agent means the Person acting as Authenticating Agent hereunder pursuant to Section 8.11. Authorized Agent means any Paying Agent, Authenticating Agent, Calculating Agent or Note Registrar or other agent appointed by the Trustee in accordance with this Indenture to perform any function that this Indenture authorizes the Trustee or such agent to perform. Authorized Representative of the Issuer or any other Person means the person or persons authorized to act on behalf of such entity by its chief executive officer, president, chief operating officer, chief financial officer or any vice president or its Board of Directors or any other governing body of such entity. Authorized Signatory means any officer of the Trustee or any other individual who shall be duly authorized by appropriate corporate action on the part of the Trustee to authenticate Notes. Board of Directors when used with respect to a corporation, means either the board of directors of such corporation or any committee of that board duly authorized to act for it, and when used with respect to a limited liability company, partnership or other entity other than a corporation, any Person or body authorized by the organizational documents or by the voting equity owners of such entity to act for them, including, in the case of a Brazilian corporation (sociedade anonima) or limited liability company (sociedade limitada), such corporations conselho de administracao and diretoria or such limited liability companys administrador(es). Board Resolution means, when used with respect to a corporation, a copy of a resolution certified by the secretary or an assistant secr

Definitions from Convertible Debenture

INDENTURE (this Indenture), dated as of May 29, 2013, between SunPower Corporation, a corporation duly organized under the laws of the State of Delaware (the Company), and Wells Fargo Bank, National Association, as Trustee (the Trustee).

Definitions. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01. The words herein, hereof, hereunder, and words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. The terms defined in this Article include the plural as well as the singular. Additional Debentures has the meaning specified in Section 2.12. Additional Interest shall mean any additional interest payable pursuant to an increase in the interest rate payable on the Debentures pursuant to any of Section 5.06(a), Section 5.06(b) and Section 5.07. Additional Shares has the meaning specified in Section 8.03(a). 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 the purposes of this definition, control when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. Agent means any Registrar, Paying Agent, co-agent, co-registrar, Conversion Agent or Service Agent. Agent Members has the meaning specified in Section 2.06(h). Applicable Procedures means, with respect to any conversion, transfer or exchange of beneficial ownership interests in a Global Debenture, the rules and procedures of the Depositary, to the extent applicable to such transfer or exchange. Automatic Exchange has the meaning specified in Section 2.07(a)(vi). Bankruptcy Law means Title 11 of the United States Code (or any successor thereto) or any similar federal or state law for the relief of debtors. Board of Directors means the Board of Directors of the Company or, other than in the case of the definitions of Continuing Directors and Fundamental Change, any committee thereof duly authorized to act on behalf of such Board. Business Day means, with respect to any Debenture, any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed. Capital Stock of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity. Clause A Distribution shall have the meaning specified in Section 8.04(c). Clause B Distribution shall have the meaning specified in Section 8.04(c). Clause C Distribution shall have the meaning specified in Section 8.04(c). close of business means 5:00 p.m. (New York City time). Closing Date means the date of this Indenture. Closing Sale Price of the Common Stock on any date means the closing per share sale price (or, if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) at 4:00 p.m. (New York City time) on such date as reported in composite transactions for The Nasdaq Global Select Market or, if the Common Stock is not listed on The Nasdaq Global Select Market, the principal U.S. national or regional securities exchange on which the Common Stock is listed for trading or, if the Common Stock is not listed on a U.S. national or regional securities exchange, the Closing Sale Price shall be as reported by OTC Markets Group Inc. at 4:00 p.m. (New York City time) on such date (or in either case the then-standard closing time for regular trading on the relevant exchange or trading system). If the closing sale price of the Common Stock is not so reported, the Closing Sale Price shall be the average of the mid-point of the last bid and ask prices for the Common Stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company for this purpose. Commitment Agreement means the letter agreement, dated May 20, 2013, between Total Gas & Power USA, SAS and Deutsche Bank Securities Inc., as representative of the Initial Purchasers, pursuant to which Total Gas & Power USA, SAS agreed to purchase, in the aggregate, two-thirds of the aggregate principal amount of the Debentures to be offered pursuant to the Offering Memorandum, not to exceed $200,000,000. Commitment Debentures means the Debentures purchased by Total Gas & Power USA, SAS from the Initial Purchasers pursuant to the Commitment Agreement, whether held by Total Gas & Power USA, SAS or any Transferee of such Debentures. Common Stock means shares of the Companys common stock, par value $0.001 per share, a

Definitions from Indenture

INDENTURE (the Indenture) dated as of July 24, 2007 among AmBev International Finance Co. Ltd. (the Issuer), a company incorporated with limited liability in the Cayman Islands (Cayman Islands), Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the Trustee), as calculating agent (the Calculating Agent) and as Paying Agent in New York (the Paying Agent) and Deutsche Bank Luxembourg S.A. as paying agent and transfer agent in Luxembourg.

Definitions. The following capitalized terms shall have the meanings set forth below: Act when used with respect to any Noteholder, has the meaning set forth in Section 9.1. Additional Amounts has the meaning set forth in Section 2.16(a). Additional Notes has the meaning set forth in Section 2.3(b). Affiliate with respect to any Person, means any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person; it being understood that for purposes of this definition, the term control (including the terms controlling, controlled by and under common control with) of a Person shall mean the possession, direct or indirect, of the power to vote 10% or more of the equity or similar voting interests of such Person or to direct or cause the direction of the management and policies of such Person, whether through the ownership of such interests, by contract or otherwise. Applicable Market Rate means, for any Rate Determination Date, the rate determined by the Calculation Agent (the R$ Ptax Rate) that is equal to the Real/U.S. dollar exchange rate, expressed as the amount of Reais per one U.S. dollar as reported by the Central Bank on the SISBACEN Data System under transaction code PTAX800 (Consultas de Cambio or Exchange Rate Enquiry), Option 5, Venda (Cotacoes para Contabilidade or Rates for Accounting Purposes) (or any successor screen established by the Central Bank), for such Rate Determination Date and which is available on Bloomberg by typing BZFXPTAX or at the Central Banks website at http://www.bcb.gov.br; provided, however, that if the Ptax Rate scheduled to be reported on any Rate Determination Date is not reported by the Central Bank on such Rate Determination Date, then the Applicable Market Rate will be BRL12. If the Applicable Market Rate cannot be calculated as described above, the Calculation Agent will determine the Applicable Market Rate by reference to the quotations received from three leading Brazilian banks as shall be selected by the Issuer in its sole discretion (collectively, the Reference Banks). The quotations will be determined in each case for such Rate Determination Date as soon as practicable after it is determined that the Applicable Market Rate cannot be calculated as described above for such Rate Determination Date. The Calculation Agent will ask each of the Reference Banks for quotations for the offered Real/U.S. dollar exchange rate for the sale of U.S. dollars. The Applicable Market Rate will be the average of the Real/U.S. dollar exchange rates obtained from the Reference Banks. If only two quotations are obtained, the Applicable Market Rate will then be the average of the Real/U.S. dollar exchange rates obtained from the Reference Banks. If only one quotation is obtained, the Applicable Market Rate will be that quotation. Where no such quotations are obtained from the Reference Banks, if the Issuer determines in its sole discretion that there are one or two other suitable replacement banks active in the Real/U.S. dollar market, the Calculation Agent shall ask such banks to provide such quotations and shall use such quotations as it receives to determine the Applicable Market Rate (taking an average rate, as set forth above, if applicable). Applicable Procedures has the meaning set forth in Section 2.12. Authenticating Agent means the Person acting as Authenticating Agent hereunder pursuant to Section 8.11. Authorized Agent means any Paying Agent, Authenticating Agent, Calculating Agent or Note Registrar or other agent appointed by the Trustee in accordance with this Indenture to perform any function that this Indenture authorizes the Trustee or such agent to perform. Authorized Representative of the Issuer or any other Person means the person or persons authorized to act on behalf of such entity by its chief executive officer, president, chief operating officer, chief financial officer or any vice president or its Board of Directors or any other governing body of such entity. Authorized Signatory means any officer of the Trustee or any other individual who shall be duly authorized by appropriate corporate action on the part of the Trustee to authenticate Notes. Board of Directors when used with respect to a corporation, means either the board of directors of such corporation or any committee of that board duly authorized to act for it, and when used with respect to a limited liability company, partnership or other entity other than a corporation, any Person or body authorized by the organizational documents or by the voting equity owners of such entity to act for them, including, in the case of a Brazilian corporation (sociedade anonima) or limited liability company (sociedade limitada), such corporations conselho de administracao and diretoria or such limited liability companys administrador(es). Board Resolution means, when used with respect to a corporation, a copy of a resolution certified by the secretary or an assistant secr

Definitions from Indenture

INDENTURE (the Indenture) dated as of July 24, 2007 among AmBev International Finance Co. Ltd. (the Issuer), a company incorporated with limited liability in the Cayman Islands (Cayman Islands), Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the Trustee), as calculating agent (the Calculating Agent) and as Paying Agent in New York (the Paying Agent) and Deutsche Bank Luxembourg S.A. as paying agent and transfer agent in Luxembourg.

Definitions. The following capitalized terms shall have the meanings set forth below: "Act" when used with respect to any Noteholder, has the meaning set forth in Section 9.1. "Additional Amounts" has the meaning set forth in Section 2.16(a). "Additional Notes" has the meaning set forth in Section 2.3(b). "Affiliate" with respect to any Person, means any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person; it being understood that for purposes of this definition, the term "control" (including the terms "controlling", "controlled by" and "under common control with") of a Person shall mean the possession, direct or indirect, of the power to vote 10% or more of the equity or similar voting interests of such Person or to direct or cause the direction of the management and policies of such Person, whether through the ownership of such interests, by contract or otherwise. "Applicable Market Rate" means, for any Rate Determination Date, the rate determined by the Calculation Agent (the "R$ Ptax Rate") that is equal to the Real/U.S. dollar exchange rate, expressed as the amount of Reais per one U.S. dollar as reported by the Central Bank on the SISBACEN Data System under transaction code PTAX800 ("Consultas de Cambio" or Exchange Rate Enquiry), Option 5, "Venda" ("Cotacoes para Contabilidade" or Rates for Accounting Purposes) (or any successor screen established by the Central Bank), for such Rate Determination Date and which is available on Bloomberg by typing "BZFXPTAX" or at the Central Bank's website at http://www.bcb.gov.br; provided, however, that if the Ptax Rate scheduled to be reported on any Rate Determination Date is not reported by the Central Bank on such Rate Determination Date, then the Applicable Market Rate will be BRL12. If the Applicable Market Rate cannot be calculated as described above, the Calculation Agent will determine the Applicable Market Rate by reference to the quotations received from three leading Brazilian banks as shall be selected by the Issuer in its sole discretion (collectively, the "Reference Banks"). The quotations will be determined in each case for such Rate Determination Date as soon as practicable after it is determined that the Applicable Market Rate cannot be calculated as described above for such Rate Determination Date. The Calculation Agent will ask each of the Reference Banks for quotations for the offered Real/U.S. dollar exchange rate for the sale of U.S. dollars. The Applicable Market Rate will be the average of the Real/U.S. dollar exchange rates obtained from the Reference Banks. If only two quotations are obtained, the Applicable Market Rate will then be the average of the Real/U.S. dollar exchange rates obtained from the Reference Banks. If only one quotation is obtained, the Applicable Market Rate will be that quotation. Where no such quotations are obtained from the Reference Banks, if the Issuer determines in its sole discretion that there are one or two other suitable replacement banks active in the Real/U.S. dollar market, the Calculation Agent shall ask such banks to provide such quotations and shall use such quotations as it receives to determine the Applicable Market Rate (taking an average rate, as set forth above, if applicable). "Applicable Procedures" has the meaning set forth in Section 2.12. "Authenticating Agent" means the Person acting as Authenticating Agent hereunder pursuant to Section 8.11. "Authorized Agent" means any Paying Agent, Authenticating Agent, Calculating Agent or Note Registrar or other agent appointed by the Trustee in accordance with this Indenture to perform any function that this Indenture authorizes the Trustee or such agent to perform. "Authorized Representative" of the Issuer or any other Person means the person or persons authorized to act on behalf of such entity by its chief executive officer, president, chief operating officer, chief financial officer or any vice president or its Board of Directors or any other governing body of such entity. "Authorized Signatory" means any officer of the Trustee or any other individual who shall be duly authorized by appropriate corporate action on the part of the Trustee to authenticate Notes. "Board of Directors" when used with respect to a corporation, means either the board of directors of such corporation or any committee of that board duly authorized to act for it, and when used with respect to a limited liability company, partnership or other entity other than a corporation, any Person or body authorized by the organizational documents or by the voting equity owners of such entity to act for them, including, in the case of a Brazilian corporation (sociedade anonima) or limited liability company (sociedade limitada), such corporation's conselho de administracao and diretoria or such limited liability company's administrador(es). "Board Resolution" means, when used with respect to a corporation, a copy of a resolution

Definitions from Indenture

INDENTURE, dated as of March 30, 2011 (the Indenture), between CIT Group Inc., a corporation duly organized and existing under the laws of the State of Delaware (the Company) and Deutsche Bank Trust Company Americas, as trustee (the Trustee).

Definitions. Except as otherwise specified with respect to any Securities issued pursuant to Section 3.1, and except as otherwise expressly provided in or pursuant to this Indenture, or unless the context otherwise requires, for all purposes of this Indenture: (1) the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular; (2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein; (3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles in the United States of America and, except as otherwise herein expressly provided, the terms generally accepted accounting principles or GAAP with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted in the United States of America at the date or time of such computation; (4) the words herein, hereof, hereto and hereunder and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; and (5) the word or is always used inclusively (for example, the phrase A or B means A or B or both, not either A or B but not both). Certain terms used principally in certain Articles hereof are defined in those Articles. Act when used with respect to any Holders, has the meaning specified in Section 1.4. Additional Securities has the meaning specified in Section 3.12. 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, means 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 have correlative meanings. In no event shall any Person acquired or formed in connection with a workout, restructuring or foreclosure in the ordinary course of business be considered an Affiliate of the Company or of any guarantor of Securities issued hereunder. Authenticating Agent means any Person authorized by the Trustee pursuant to Section 6.12 to act on behalf of the Trustee to authenticate Securities of one or more series. Authorized Newspaper means a newspaper, in an official language of the place of publication or in the English language, customarily published on each day that is a Business Day in the place of publication, whether or not published on days that are legal holidays in the place of publication, and of general circulation in each place in connection with which the term is used or in the financial community of each such place. Where successive publications are required to be made in Authorized Newspapers, the successive publications may be made in the same or in different newspapers in the same city meeting the foregoing requirements and in each case on any day that is a Business Day in the place of publication. Authorized Officer means, when used with respect to the Company, the Chairman of the Board of Directors, a Vice Chairman, the President, the Chief Executive Officer, the Chief Financial Officer, any Vice President, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company. Bankruptcy Law has the meaning specified in Section 5.1(5). Bearer Security means any Security in the form established pursuant to Section 2.1 which is payable to bearer. Board of Directors means: (1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board; (2) with respect to a partnership, the board of directors of the general partner of the partnership; (3) with respect to a limited liability company, the managing member or members or any controlling committee of managing members or board of directors thereof; and (4) with respect to any other Person, the board or committee of such Person serving a similar function. Board Resolution means a copy of one or more resolutions, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, delivered to the Trustee. Business Day, with respect to any Place of Payment or other location, means any day other than a Saturday, Sunday or other day on which banking institutions in such Place of Payment or other location are authorized or obligated by law, regulation or executive order to close. Capital Stock of any Person means any and all shares, interests, rights to purchase, warrants, opt

Definitions from Supplemental Indenture

THIS FOURTH SUPPLEMENTAL INDENTURE (this Fourth Supplemental Indenture), dated as of April 1, 2010, is between SunPower Corporation, a corporation duly organized under the laws of the State of Delaware (the Company), and Wells Fargo Bank, National Association, as Trustee (the Trustee).

Definitions. All terms contained in this Fourth Supplemental Indenture shall, except as specifically provided for herein or except as the context may otherwise require, have the meanings given to such terms in the Base Indenture. In the event of any inconsistency between the Base Indenture and the Fourth Supplemental Indenture, this Fourth Supplemental Indenture shall govern. Unless the context otherwise requires, the following terms shall have the following meanings: Additional Debentures has the meaning specified in Section 2.07. Additional Interest has the meaning specified in Section 5.07(a). Additional Shares has the meaning specified in Section 7.07(b). Applicable Procedures means, with respect to any conversion, transfer or exchange of beneficial ownership interests in a Global Debenture, the rules and procedures of the Depositary, to the extent applicable to such transfer or exchange. Automatic Exchange has the meaning specified in Section 2.06. Board of Directors means the Board of Directors of the Company or, other than in the case of the definitions of Continuing Directors and Fundamental Change, any committee thereof duly authorized to act on behalf of such Board. Cash Conversion Notice has the meaning specified in Section 7.06(a). Class A Common Stock means the class A common stock of the Company, par value $0.001 per share, as it exists on the date of this Fourth Supplemental Indenture and any shares of any class or classes of Capital Stock of the Company resulting from any reclassification or reclassifications thereof, or, in the event of a merger, consolidation or other similar transaction involving the Company that is otherwise permitted hereunder in which the Company is not the surviving corporation, the common stock, ordinary shares or depositary shares or other common equity interests of such surviving corporation or its direct or indirect parent corporation, which have no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company, which are not subject to redemption by the Company. Class B Common Stock means the class B common stock of the Company, par value $0.001 per share, as it exists on the date of the Fourth Supplemental Indenture. Closing Date means the date of this Fourth Supplemental Indenture. Common Stock means shares of the Companys common stock regardless of class. Company Repurchase Notice has the meaning specified in Section 2.11. Continuing Director means, as of any date of determination, any member of the Board of Directors who (i) was a member of the Board of Directors on the date of this Fourth Supplemental Indenture; or (ii) was nominated for election or elected to the Board of Directors with the approval of a majority of the Continuing Directors who were members of the Board of Directors at the time of such new directors nomination or election. Conversion Date has the meaning specified in Section 7.06(f). Conversion Price means at any given time the Initial Conversion Price subject to adjustment as provided in Article 7. Conversion Rate means at any given time the quotient of (a) $1,000 principal amount of Debentures divided by (b) the Conversion Price at that time as cumulatively adjusted pursuant to Article 7. Corporate Trust Office or other similar term, means the designated office of the Trustee, where, at any particular time its corporate trust business as it relates to the Indenture shall be administered, which office is, at the date as of which this Fourth Supplemental Indenture is dated, located at Wells Fargo Bank, National Association, Corporate Trust Services, MAC N9311-110, 625 Marquette Avenue, Minneapolis, MN 55479, Attention: SunPower Account Manager or at any other time at such other address as the Trustee may designate from time to time by notice to the Company. CUSIP means the alphanumeric designation assigned to a Security by Standard & Poors Corporation, CUSIP Service Bureau. Daily Settlement Amount means, for each of the 30 consecutive Trading Days during the Settlement Averaging Period for any Debenture, an amount of cash equal to one thirtieth (1/30th) of the product of (1) the applicable Conversion Rate on such Trading Day and (2) the Volume Weighted Average Price of Class A Common Stock on such Trading Day. Debentureholder or Holder means the Person in whose name a Debenture is registered on the Registrars books. Debentures means any debentures issued, authenticated and delivered under the Indenture, including any Global Debentures. Ex-Dividend Date when used with respect to any issuance, dividend or distribution, means the first date on which shares of Class A Common Stock trade, regular way, on the relevant exchange or in the relevant market from which the sale price was obtained without the right to receive such dividend or distribution from the Company or, if applicable, from the seller of such shares of the Class A Common Stock on such exchange or market

Definitions from Indenture

INDENTURE (the Indenture) dated as of July 24, 2007 among AmBev International Finance Co. Ltd. (the Issuer), a company incorporated with limited liability in the Cayman Islands (Cayman Islands), Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the Trustee), as calculating agent (the Calculating Agent) and as Paying Agent in New York (the Paying Agent) and Deutsche Bank Luxembourg S.A. as paying agent and transfer agent in Luxembourg.

Definitions. The following capitalized terms shall have the meanings set forth below: Act when used with respect to any Noteholder, has the meaning set forth in Section 9.1. Additional Amounts has the meaning set forth in Section 2.16(a). Additional Notes has the meaning set forth in Section 2.3(b). Affiliate with respect to any Person, means any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person; it being understood that for purposes of this definition, the term control (including the terms controlling, controlled by and under common control with) of a Person shall mean the possession, direct or indirect, of the power to vote 10% or more of the equity or similar voting interests of such Person or to direct or cause the direction of the management and policies of such Person, whether through the ownership of such interests, by contract or otherwise. Applicable Market Rate means, for any Rate Determination Date, the rate determined by the Calculation Agent (the R$ Ptax Rate) that is equal to the Real/U.S. dollar exchange rate, expressed as the amount of Reais per one U.S. dollar as reported by the Central Bank on the SISBACEN Data System under transaction code PTAX800 (Consultas de Cambio or Exchange Rate Enquiry), Option 5, Venda (Cotacoes para Contabilidade or Rates for Accounting Purposes) (or any successor screen established by the Central Bank), for such Rate Determination Date and which is available on Bloomberg by typing BZFXPTAX or at the Central Banks website at http://www.bcb.gov.br; provided, however, that if the Ptax Rate scheduled to be reported on any Rate Determination Date is not reported by the Central Bank on such Rate Determination Date, then the Applicable Market Rate will be BRL12. If the Applicable Market Rate cannot be calculated as described above, the Calculation Agent will determine the Applicable Market Rate by reference to the quotations received from three leading Brazilian banks as shall be selected by the Issuer in its sole discretion (collectively, the Reference Banks). The quotations will be determined in each case for such Rate Determination Date as soon as practicable after it is determined that the Applicable Market Rate cannot be calculated as described above for such Rate Determination Date. The Calculation Agent will ask each of the Reference Banks for quotations for the offered Real/U.S. dollar exchange rate for the sale of U.S. dollars. The Applicable Market Rate will be the average of the Real/U.S. dollar exchange rates obtained from the Reference Banks. If only two quotations are obtained, the Applicable Market Rate will then be the average of the Real/U.S. dollar exchange rates obtained from the Reference Banks. If only one quotation is obtained, the Applicable Market Rate will be that quotation. Where no such quotations are obtained from the Reference Banks, if the Issuer determines in its sole discretion that there are one or two other suitable replacement banks active in the Real/U.S. dollar market, the Calculation Agent shall ask such banks to provide such quotations and shall use such quotations as it receives to determine the Applicable Market Rate (taking an average rate, as set forth above, if applicable). Applicable Procedures has the meaning set forth in Section 2.12. Authenticating Agent means the Person acting as Authenticating Agent hereunder pursuant to Section 8.11. Authorized Agent means any Paying Agent, Authenticating Agent, Calculating Agent or Note Registrar or other agent appointed by the Trustee in accordance with this Indenture to perform any function that this Indenture authorizes the Trustee or such agent to perform. Authorized Representative of the Issuer or any other Person means the person or persons authorized to act on behalf of such entity by its chief executive officer, president, chief operating officer, chief financial officer or any vice president or its Board of Directors or any other governing body of such entity. Authorized Signatory means any officer of the Trustee or any other individual who shall be duly authorized by appropriate corporate action on the part of the Trustee to authenticate Notes. Board of Directors when used with respect to a corporation, means either the board of directors of such corporation or any committee of that board duly authorized to act for it, and when used with respect to a limited liability company, partnership or other entity other than a corporation, any Person or body authorized by the organizational documents or by the voting equity owners of such entity to act for them, including, in the case of a Brazilian corporation (sociedade anonima) or limited liability company (sociedade limitada), such corporations conselho de administracao and diretoria or such limited liability companys administrador(es). Board Resolution means, when used with respect to a corporation, a copy of a resolution certified by the secretary or an assistant secr