Lockbox Account Uses in Definitions Clause

Definitions from Loan Agreement

THIS LOAN AGREEMENT, dated as of June 9, 2014 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this "Agreement"), between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York 10179 ("Lender") and GRAND PRIX SILI II LLC, a Delaware limited liability company, having its principal place of business at c/o Chatham Lodging Trust, 50 Cocoanut Row, Suite 211, Palm Beach, Florida 33480 ("Borrower").

Definitions. For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent:"Accrual Period" shall mean the period commencing on and including the first (1st) day of each calendar month during the term of the Loan and ending on and including the final calendar date of such calendar month; however, the initial Accrual Period shall commence on and include the Closing Date and shall end on and include the final calendar date of the calendar month in which the Closing Date occurs."Accounts" shall mean, collectively, the Lockbox Account, the CapEx Reserve Account, the Excess Cash Flow Reserve Account, the Cash Management Account, the Replacement Reserve Account or any other escrow accounts or reserve accounts established by the Loan Documents."Actual Knowledge" shall mean, with respect to any Loan Party, the actual (but not imputed or constructive) knowledge of Jeffrey H. Fisher, Eric Kentoff, and Dennis Craven of Chatham Lodging Trust."Additional Insolvency Opinion" shall mean a non-consolidation opinion letter delivered in connection with the Loan subsequent to the Closing Date reasonably satisfactory in form and substance to Lender and, if a Securitization has occurred, satisfactory in form and substance USActive 30748472.10to the Approved Rating Agencies, delivered by Hunton & Williams LLP or other counsel reasonably satisfactory to Lender and, if a Securitization has occurred, satisfactory to the Approved Rating Agencies."Affiliate" shall mean, as to any Person, any other Person that, directly or indirectly, is in Control of, is Controlled by or is under common Control with such Person or is a director or officer of such Person or of an Affiliate of such Person."Affiliated Manager" shall mean any Manager in which Borrower, Operating Lessee or Guarantor has, directly or indirectly, any legal, beneficial or economic interest, provided, that Island Hospitality Management, Inc., shall not be deemed to be an Affiliated Manager under the Loan Documents solely by reason of any individual acting as an officer, director, board member or shareholder of Island Hospitality Management, Inc. and of Borrower or any other Loan Party, or any Guarantor."Agent" shall mean Wells Fargo Bank, N.A. or any successor Eligible Institution acting as Agent under the Cash Management Agreement."Annual Budget" shall mean the operating budget, including all planned Capital Expenditures, for the Property prepared by or on behalf of the Operating Lessee or Borrower in accordance with Section 5.1.11(d) hereof for the applicable Fiscal Year or other period."Approved Accountant" shall mean PricewaterhouseCoopers, any other "Big Four" accounting firm, or other independent certified public accountant reasonably acceptable to Lender."Approved Annual Budget" shall have the meaning set forth in Section 5.1.11(d) hereof."Approved PIP Expenses" shall have the meaning set forth in Section 7.4.1 hereof."Approved Rating Agencies" shall mean each of S&P, Moody's, Fitch and Morningstar or any other nationally-recognized statistical rating agency which, in each case, has been approved by Lender and designated by Lender to assign a rating to the Securities."Assignment of Franchise Agreement" shall mean, that certain comfort letter, dated as of the date hereof among Lender, Borrower and Franchisor, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time."Assignment of Management Agreement" shall mean, that certain Assignment of Management Agreement, dated as of the date hereof, among Lender, Borrower, and Operating Lessee, with the consent and agreement of Manager, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time."Award" shall mean any compensation paid by any Governmental Authority in connection with a Condemnation.USActive 30748472.10 -2-"Bankruptcy Action" shall mean with respect to any Person (a) such Person filing a voluntary petition under the Bankruptcy Code; (b) the filing of an involuntary petition against such Person under the Bankruptcy Code, or such Person soliciting or causing to be solicited petitioning creditors for any involuntary petition against it; (c) 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 Code; (d) 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 Property; or (e) 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 (except as may be required under subpoena or pursuant to any court required document or in correspondence with Lender), or to take action in furtherance of any of the foregoing."Bankruptcy Code" shall mean Title 1

Definitions from Loan Agreement

THIS LOAN AGREEMENT, dated as of May 22, 2006 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this Agreement), between BANK OF AMERICA, NA, a national banking association, having an address at 214 North Tryon Street, Charlotte, North Carolina 28255 (together with its successors and/or assigns, Lender) and AmREIT RIVERWALK, LP, a Texas limited partnership, having an address at 8 Greenway Plaza, Suite 1000, Houston, TX 77046 (together with its successors and/or assigns, Borrower).

Definitions. For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent: Additional Replacement shall have the meaning set forth in Section 9.5(g) hereof. Additional Required Repair shall have the meaning set forth in Section 9.5(f) hereof. Affiliate shall mean, as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by or is under common control with such Person or is a director or officer of such Person or of an Affiliate of such Person. Affiliated Manager shall have the meaning set forth in Section 7.1 hereof. ALTA shall mean American Land Title Association, or any successor thereto. Annual Budget shall mean the operating budget, including all planned capital expenditures, for the Property approved by Lender in accordance with Section 5.11(a)(iv) hereof for the applicable calendar year or other period. Assignment of Management Agreement shall mean that certain Assignment and Subordination of Management Agreement and Consent of Manager dated the date hereof among Lender, Borrower and Manager, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time. Award shall mean any compensation paid by any Governmental Authority in connection with a Condemnation in respect of all or any part of the Property. Borrower Principal shall mean each Person, if any (and if more than one, individually and collectively, as the context may require) identified as a Borrower Principal in connection with any assumption of the Loan pursuant to the terms of this Agreement. Borrowers Account shall mean account # ____________________ entitled ______________________ maintained by Borrower at ____________________________, which account shall be under the exclusive domain and control of Borrower. Business Day shall mean a day on which Lender is open for the conduct of substantially all of its banking business at its office in the city in which the Note is payable (excluding Saturdays and Sundays). Cash Management Account shall have tie meaning set forth in Section 10.1(a). Cash Management Period shall mean any period (a) commencing on the earlier to occur of (i) the date upon which the Debt Service Coverage Ratio for the Property, as reasonably determined by Lender, for the immediately preceding twelve (12) month period is less than 1.10 to 1.00, or (ii) an Event of Default, and (b) ending on, as applicable, the date the Debt Service Coverage Ratio equals or exceeds 1.20 to 1.00 for the immediately preceding three (3) month period or the date such Event of Default ceases to exist. Casualty shall have the meaning set forth in Section 8.2. Closing Date shall mean the date of the funding of the Loan. Control shall have the meaning set forth in Section 7.1 hereof. Condemnation shall mean a temporary or permanent taking by any Governmental Authority as the result, 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. Creditors Rights Laws shall mean with respect to any Person, any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, conservatorship, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to its debts or debtors. Debt shall mean the outstanding principal amount set forth in, and evidenced by, this Agreement and the Note together with all interest accrued and unpaid thereon and all other sums due to Lender in respect of the Loan under the Note, this Agreement, the Mortgage or any other Loan Document. Debt Service shall mean, with respect to any particular period of time, scheduled principal and/or interest payments under the Note. Debt Service Coverage Ratio shall mean, as of any date of determination, for the applicable period of calculation, the ratio, as determined by Lender, of (i) Net Operating Income to (ii) the aggregate amount of Debt Service which would be due for the same period assuming the maximum principal amount of the Loan is outstanding. Default shall mean the occurrence of any event hereunder or under any otter Loan Document which, but for the giving of notice or passage of time, or both, would be an Event of Default. Default Rate shall have the meaning set forth in the Note. Eligible Account shall mean a separate and identifiable account from all other funds held by the holding institution that is either (a) an account or accounts maintained with a federal or state chartered depository institution or trust company which complies with the definition of Eligible Institution or (b) a segregated trust account or accounts maintained with the corporate trust department of a federal or state chartered depository institution or trust compa

Definitions from Loan Agreement

THIS LOAN AGREEMENT, dated as of July 11, 2007 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this Agreement), between MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, a New York limited liability company, having an address at 1221 Avenue of the Americas, New York, New York 10020 (Lender) and BROADWAY 500 WEST MONROE FEE LLC, a Delaware limited liability company, having its principal place of business at c/o Broadway Partners, 375 Park Avenue, Suite 2107, New York, New York 10152 (Borrower).

Definitions. For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent: Acceptable Counterparty means any Counterparty to the Interest Rate Cap Agreement that has and shall maintain, until the expiration of the applicable Interest Rate Cap Agreement, a Minimum Counterparty Rating. Acceptable Guarantor means a Person which (A) owns a direct or indirect equity interest in Borrower and (B) is a creditworthy entity in Lenders reasonable determination (including sufficient net worth and liquidity). Account Collateral shall mean: (i) the Accounts and the Lockbox Account, and all Cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held in the Accounts and the Lockbox Account from time to time, including, without limitation, all deposits or wire transfers made to the Accounts and the Lockbox Account; (ii) any and all amounts invested in Permitted Investments; (iii) all interest, dividends, Cash, instruments, investment property and other property from time to time received, receivable or otherwise payable in respect of, or in exchange for, any or all of the foregoing; and (iv) to the extent not covered by clauses (i) through (iii) above, all proceeds (as defined under the UCC as in effect in the State of New York) of any or all of the foregoing. Accounts shall have the meaning set forth in the Cash Management Agreement. Accrual Period shall mean, in connection with the calculation of interest accrued with respect to any specified Payment Date, the period commencing on the fifteenth (15th) day of the prior calendar month and ending on the fourteenth (14th) day of the calendar month in which such Payment Date occurs; provided, however, the initial Accrual Period shall be the period commencing on the Closing Date and ending on July 14, 2007. Each Accrual Period shall be a full month and shall not be shortened by reason of any payment of the Loan prior to the expiration of such Accrual Period. Acquired Property shall have the meaning set forth in Section 5.1.10(g)(i) hereof. Acquired Property Statements shall have the meaning set forth in Section 5.1.10(g)(i) hereof. Act shall have the meaning set forth in Section 4.1.35(hh) hereof. Actual Required Payment shall have the meaning specified in Section 2.3.1. Affiliate shall mean, as to any Person, any other Person that, directly or indirectly, owns more than forty percent (40%) of, is in control of, is controlled by or is under common ownership or control with such Person or is a controlling director or controlling officer of such Person or of an Affiliate of such Person. Such term shall include Guarantor unless otherwise specified or if the context may otherwise require. Affiliated Loans shall have the meaning set forth in 5.1.10(1) hereof. Affiliated Manager shall mean any property manager which is an Affiliate of, or in which Borrower, Principal, or Guarantor has, directly or indirectly, any legal, beneficial or economic interest. Agent Bank shall mean KeyCorp Real Estate Capital Markets, Inc., and any successor Eligible Institution thereto. Aggregate Debt Service shall mean the aggregate Debt Service for the Loan and the Mezzanine Loan. Agent shall have the meaning set forth in Section 9.7.2(d) hereof. ALTA shall mean American Land Title Association or any successor thereto. Alteration Security Threshold shall have the meaning set forth in Section 5.1.20 hereof. Alteration Threshold Amount shall mean an amount equal to $6,500,000 provided, however, that for so long as the Mezzanine Loan D is outstanding, the Alteration Threshold Amount shall equal $2,500,000.00. Annual Budget shall mean the operating budget, including Borrowers good faith estimate of all planned capital expenditures, for the Property prepared by Borrower for the applicable calendar year or other period. Applicable Interest Rate shall mean (A) from and including the Closing Date through and including July 14, 2007, an interest rate per annum equal to 6.3437%; and (B) for the Accrual Period commencing on July 15, 2007 and for each successive Accrual Period through and including the date on which the Debt is paid in full, an interest rate per annum equal to (I) the Eurodollar Rate or (II) the Substitute Rate plus the Substitute Spread, if the Loan is a Substitute rate Loan in accordance with the provisions of Section 2.2.3 hereof. Applicable Laws shall mean all existing and future federal, state and local laws, orders, ordinances, governmental rules and regulations and court orders. Appraisal shall mean an appraisal prepared in accordance with the requirements of FIRREA, prepared by an independent third party appraiser holding an MAI designation, who is State licensed or State certified if required under the laws of the State where the Property is located, who meets the requirements of FIRREA and who is otherwise satisfactory to Lender. Approved Accountant shall mean a Big Four accounting firm, The Schon

Definitions from Loan Agreement

THIS LOAN AGREEMENT, dated as of August 5, 2005 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this Agreement), between BANK OF AMERICA, N.A., a national banking association, having an address at 214 North Tryon Street, Charlotte, North Carolina 28255 (together with its successors and/or assigns, Lender) and FIRST STATES INVESTORS 239, LLC, a Delaware limited liability company having an address at c/o American Financial Realty Trust, 680 Old York Road, Suite 200, Jenkintown, Pennsylvania 19046 (together with its successors and/or assigns, Borrower).

Definitions. For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent: Acceptable Accountant shall mean a Big Four accounting firm or other independent certified public accountant reasonably acceptable to Lender. Account Collateral shall mean (i) the Accounts, and all cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held in the Accounts; (ii) any and all amounts in or credited to the Accounts invested in Permitted Investments; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise payable in respect of, or in exchange for, any or all of the foregoing; and (iv) to the extent not covered by clauses (i)(iii) above, all proceeds (as defined under the UCC as in effect in the State in which the Accounts are located) of any or all of the foregoing. Accounts shall mean the Lockbox Account, the Cash Management Account, the Tax and Insurance Reserve Account, the Replacement Reserve Account, the Leasing Reserve Account and any other account or sub-account established by this Agreement, the Mortgage, or the other Loan Documents. Accrued Interest shall have the meaning set forth in Section 2.2(g) hereof. Acquired Property shall have the meaning set forth in Section 5.11(c)(i)(A) hereof. Acquired Property Statements shall have the meaning set forth in Section 5.11(c)(i)(A) hereof. Act shall have the meaning set forth in Section 6.1(c). Acts of Terror shall have the meaning set forth in Section 8.1(a) hereof. Actual Operating Expenses shall mean, with respect to a given period of time, the portion of Operating Expenses actually payable with respect to the operation of the Property. Additional Replacement shall have the meaning set forth in Section 9.5(g) hereof. Affiliate shall mean, as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by or is under common control with such Person or is a director or officer of such Person or of an Affiliate of such Person. Affiliated Loans shall mean a loan made by Lender to a parent, subsidiary or such other entity affiliated with Borrower or Borrower Principal. Affiliated Manager shall have the meaning set forth in Section 7.1 hereof. AFRT shall mean American Financial Realty Trust, a Maryland real estate investment trust. Agreed Terrorism Premium shall mean the market-based cost per annum of stand-alone coverage for casualty events resulting from Acts of Terror that is agreed upon between Borrower and Lender as of the Closing Date to be $76,204, as increased over time by five percent (5%) per annum. ALTA shall mean American Land Title Association, or any successor thereto. Alteration Threshold means $250,000.00. Annual Budget shall mean the operating budget, including all planned capital expenditures, for the Property approved by Lender in accordance with Section 5.11(a)(iv) hereof for the applicable calendar year or other period. Anticipated Prepayment Date means October 1, 2015. Assignment of Agreements shall mean that certain Assignment of Agreements, Permits and Contracts, dated the date hereof, executed by Borrower in favor of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time. Assignment of Management Agreement shall mean any Assignment and Subordination of Management Agreement in the form attached hereto as Exhibit C among Lender, Borrower and the relevant Manager, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time. Award shall mean any compensation paid by any Governmental Authority in connection with a Condemnation in respect of all or any part of the Property. Borrower Principal shall mean First States Group, L.P., a Delaware limited partnership. Borrower Principal Obligations shall have the meaning set forth in Section 18.10(c) hereof. Business Day shall mean a day on which Lender is open for the conduct of substantially all of its banking business at its office in the city in which the Note is payable (excluding Saturdays and Sundays). Business Interruption Proceeds shall mean any and all proceeds of the insurance coverage required under Section 8.1(a)(iii) hereof. Cash Management Account shall have the meaning set forth in Section 10.1(a) hereof. Casualty shall have the meaning set forth in Section 8.2. Certified Coverage shall mean the scope of coverage afforded by and described in TRIA. Closing Date shall mean the date of the funding of the Loan. Control shall have the meaning set forth in Section 7.1 hereof. Condemnation shall mean a temporary or permanent taking by any Governmental Authority as the result, 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

Definitions from Amended and Restated Servicing Agreement

THIS AMENDED AND RESTATED SERVICING AGREEMENT (this Agreement) dated as of June 27, 2007 is made by and between CARTUS CORPORATION, a Delaware corporation, as originator and servicer (Cartus or the Servicer), CARTUS RELOCATION CORPORATION, a Delaware corporation, as Originator (CRC), KENOSIA FUNDING, LLC, a Delaware limited liability company (the Issuer), and THE BANK OF NEW YORK, a New York state banking corporation, as Trustee (the Trustee).

Definitions. Capitalized terms used in this Agreement but not defined herein shall have the meanings assigned to them in the Receivables Purchase Agreement, CRC Purchase Agreement or Fee Receivables Purchase Agreement, as applicable. Whenever used in this Agreement, the following words and phrases shall have the following meanings, and the definitions of such terms are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. Agreement shall mean this Servicing Agreement and all amendments hereof and supplements hereto. Amendment Parties shall have the meaning set forth in Section 11.18(a). Amortization Event shall have the meaning set forth in the Indenture. Asset Amount Deficiency shall have the meaning set forth in the Indenture. Authentication Agent shall have the meaning set forth in the Indenture. CFC shall have the meaning set forth in Section 11.19. Collection Account shall have the meaning set forth in Section 4.01. Conversion shall have the meaning set forth in Section 11.18. CRC Purchase Agreement shall mean the amended and restated purchase agreement dated as of the date hereof, between Cartus and CRC, as amended from time to time. Distribution Date shall have the meaning set forth in the Indenture. Dollars, $ or U.S. $ shall mean United States dollars. Eligible Account shall mean an account that is (i) maintained with a depository institution whose short-term debt obligations at the time of any deposit therein are rated in the highest short-term debt rating categories by Moodys and Standard & Poors, (ii) one or more accounts maintained with a depository institution, which accounts are fully insured by the FDIC, with a minimum long-term unsecured debt rating of A3 by Moodys and BBB+ by Standard & Poors or (iii) a segregated trust account maintained with the corporate trust office of the Trustee or an Affiliate of the Trustee, in either case in its fiduciary capacity. Eligible Investments shall have the meaning set forth in the Indenture. Eligible Receivables, in the case of Fee Receivables, shall have the meaning set forth in the Fee Receivables Purchase Agreement and, in the case of Pool Receivables, shall have the meaning set forth in the Receivables Purchase Agreement. Eligible Servicer shall mean Cartus or, if Cartus is not acting as Servicer, an entity that, at the time of its appointment as Servicer, (a) is servicing a portfolio of relocation services accounts or is acceptable to the Trustee and the Purchaser, (b) is legally qualified and has the capacity to service the Receivables, (c) is qualified to use the software that is then being used to service the Receivables or obtains the right to use or has its own software that is adequate to perform its duties under this Agreement and (d) has a net worth of at least $25,000,000 as of the end of its most recent fiscal quarter (or such lesser net worth as may be approved by the Purchaser). Event of Default shall have the meaning set forth in the Indenture. FDIC shall mean the Federal Deposit Insurance Corporation or any successor. FDIC/USPS Contracts shall have the meaning set forth in Section 11.19. FDIC/USPS Receivables shall have the meaning set forth in Section 11.19. FDIC/USPS Related Property shall have the meaning set forth in Section 11.19. FDIC/USPS Transferred Assets shall have the meaning set forth in Section 11.19. Fee Receivables Purchase Agreement shall mean the amended and restated fee receivables purchase agreement dated as of the date hereof between Cartus and the Issuer, as amended from time to time. Final Stated Maturity Date shall have the meaning set forth in the Indenture. Home Purchase Price shall mean, with respect to any Home, the appraised or other value set forth in the related Home Purchase Contract as the purchase price for such Home. Indebtedness shall mean, with respect to any Person, in the aggregate, without duplication, (i) all indebtedness, obligations and other liabilities of such Person that are, at the date as of which Indebtedness is to be determined, includable as liabilities in a balance sheet of such Person, other than (x) accounts payable and accrued expenses and (y) current and deferred income taxes and other similar liabilities, (ii) the maximum aggregate amount of all liabilities of such Person or under any Guaranty, indemnity or similar undertaking given or assumed of or in respect of, the indebtedness, obligations or other liabilities, assets, revenues, income or dividends of any Person other than such Person and (iii) all other obligations or liabilities of such Person with respect to the discharge of the obligations of any Person other than itself. For purposes of the Transaction Documents, the Indebtedness of any Person includes the Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer. Indenture shall mean the amended and restated indenture dated as of the d

Definitions from Loan Purchase Agreement

THIS MASTER LOAN PURCHASE AGREEMENT (this Agreement), dated as of August 29, 2002, as amended and restated as of October 30, 2007, is made by and between WYNDHAM CONSUMER FINANCE, INC., a Delaware corporation, as seller (the Seller), WYNDHAM VACATION RESORTS, INC. (formerly known as Fairfield Resorts, Inc.) a Delaware corporation, as an originator (WVRI), WYNDHAM RESORT DEVELOPMENT CORPORATION (formerly known as Trendwest Resorts, Inc.) an Oregon corporation, as an originator (WRDC), FAIRFIELD MYRTLE BEACH, INC., a Delaware corporation and a wholly-owned subsidiary of WVRI, as an originator (FMB), KONA HAWAIIAN VACATION OWNERSHIP, LLC, a Hawaiian limited liability company, as an originator (Kona), SHAWNEE DEVELOPMENT, INC., a Pennsylvania corporation, as an originator (SDI), EASTERN RESORTS COMPANY, LLC, a Rhode Island limited liability company (EASTERN RESORTS), as an originator, BHV DEVELOPMENT, INC., a Delaware corporation, as an originator (BHV), SEA GARDENS BEACH AND TENNIS RESORT

Definitions. Whenever used in this Agreement, the following words and phrases shall have the following meanings: Acquired Portfolio Loan shall mean a loan (which shall be a loan, installment contract or other contractual obligation incurred to finance the acquisition of an interest in a vacation property or rights to use vacation properties or otherwise substantially similar to Loans) which the Seller or an affiliate of the Seller has acquired either by purchase of a portfolio or by acquisition of an entity which owns the portfolio and new loans originated with respect to such entity, program or portfolio during the Transition Period; provided that, the term Acquired Portfolio Loan shall not include loans acquired from Kona. Addition Cut-Off Date shall mean, for Additional Loans of any Series, the date set forth in the related Assignment. Addition Date shall mean, with respect to any Series, the Addition Date as defined in the related PA Supplement. Additional Issuer shall mean an entity which is a subsidiary of the Purchaser, other than the Initial Issuer, which purchases Loans from the Purchaser with the proceeds of a Series of Notes issued by such entity and pledges the Loans to secure such Series of Notes. Additional Loan shall mean, with respect to any Series, each installment contract or contract for deed or contract or note secured by a mortgage, deed of trust, vendors lien or retention of title, or loan providing financing for Vacation Credits or Points, in each case relating to the sale of one or more Timeshare Properties or Green Timeshare Properties to an Obligor and each Additional Upgrade Balance, in each case constituting one of the Loans of such Series purchased from the Seller as of an Addition Cut-Off Date and listed on Schedule 1 to the related Assignment. Additional Pool Purchase Price shall have the meaning set forth in Section 3. Additional Series shall mean a Series of Notes, other than the Series 2002-1 Notes. Additional Upgrade Balance shall mean, with respect to any Loan, any future borrowing made by the related Obligor pursuant to a modification of the Loan relating to a Timeshare Upgrade after the Cut-Off Date or the Addition Cut-Off Date, as applicable, with respect to such Loan, together with all money due or to become due in respect of such borrowing. Affiliate of any Person shall mean any other Person controlling or controlled by or under common control with such Person, and control shall mean 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 controlling and controlled shall have meanings correlative to the foregoing. Agreement shall mean this Agreement, as the same may be amended, supplemented or otherwise modified from time to time. Amortization Event shall mean, with respect to any Series, one or more of the events constituting an Amortization Event as defined in the related Indenture Supplement. Alliance Program shall mean any sales and marketing program pursuant to which an Originator acquires recovered Timeshare Property interests from sold out third-party unaffiliated resorts for resale. Assessments shall mean any assessments made with respect to a Timeshare Property, including but not limited to real estate taxes, recreation fees, community club or property owners association dues, water and sewer improvement district assessments or other similar assessments, the nonpayment of which could result in the imposition of a Lien or other encumbrance upon such Timeshare Property. Assignment shall mean, with respect to any Series, an Assignment as defined in the related PA Supplement. Assignment of Mortgage shall mean any assignment (including any collateral assignment) of any Mortgage. Bankruptcy Code shall mean the United States Bankruptcy Code, Title 11 of the United States Code, as amended. Benefit Plan shall mean any employee benefit plan as defined in Section 3(3) of ERISA in respect of which the Company or any ERISA Affiliate of the Company is, or at any time during the immediately preceding six years was, an employer as defined in Section 3(5) of ERISA. BHV shall have the meaning set forth in the preamble. BHV Addition Date shall mean October 31, 2007 Business Day shall mean any day other than (i) a Saturday or Sunday or (ii) a day on which banking institutions in New York, New York, Las Vegas, Nevada, or the city in which the Corporate Trust Office of the Trustee is located, or any other city specified in the PA Supplement for a Series, are authorized or obligated by law or executive order to be closed. Closing Date shall mean, with respect to any Series, the Closing Date as defined in the related PA Supplement. ClubWyndham Access shall mean, ClubWyndham Access Vacation Ownership Plan, the plan pursuant to which members of the PTVO Owners Association may occupy and use vacation property. Collateral shall have the meaning set forth in the Indenture and Servicing Ag

Definitions from Servicing Agreement

THIS SERVICING AGREEMENT (this Agreement) dated as of March 7, 2002 is made by and between CENDANT MOBILITY SERVICES CORPORATION, a Delaware corporation, as originator and servicer (CMSC or the Servicer), CENDANT MOBILITY GOVERNMENT FINANCIAL SERVICES CORPORATION, a Delaware corporation, as Originator (CMGFSC), KENOSIA FUNDING LLC, a Delaware limited liability company (the Issuer), and THE BANK OF NEW YORK, a New York state banking corporation, as Trustee (the Trustee).

Definitions. Capitalized terms used in this Agreement but not defined herein shall have the meanings assigned to them in the Receivables Purchase Agreement, CMGFSC Purchase Agreement or Fee Receivables Purchase Agreement, as applicable. Whenever used in this Agreement, the following words and phrases shall have the following meanings, and the definitions of such terms are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. Agreement shall mean this Servicing Agreement and all amendments hereof and supplements hereto. Amortization Event shall have the meaning set forth in the Indenture. Asset Amount Deficiency shall have the meaning set forth in the Indenture. Authentication Agent shall have the meaning set forth in the Indenture. Collection Account shall have the meaning set forth in Section 4.01. CMGFSC Purchase Agreement shall mean the purchase agreement dated as of March 7, 2002, between CMSC and CMGFSC, as amended from time to time. Distribution Date shall have the meaning set forth in the Indenture. Dollars, $ or U.S. $ shall mean United States dollars. Eligible Account shall mean an account that is (i) maintained with a depository institution whose short-term debt obligations at the time of any deposit therein are rated in the highest short-term debt rating categories by Moodys and Standard & Poors, (ii) one or more accounts maintained with a depository institution, which accounts are fully insured by the FDIC, with a minimum long-term unsecured debt rating of A3 by Moodys and BBB+ by Standard & Poors or (iii) a segregated trust account maintained with the corporate trust office of the Trustee or an Affiliate of the Trustee, in either case in its fiduciary capacity. Eligible Investments shall have the meaning set forth in the Indenture. Eligible Receivables, in the case of Fee Receivables, shall have the meaning set forth in the Fee Receivables Purchase Agreement and, in the case of Pool Receivables, shall have the meaning set forth in the Receivables Purchase Agreement. Eligible Servicer shall mean CMSC or, if CMSC is not acting as Servicer, an entity that, at the time of its appointment as Servicer, (a) is servicing a portfolio of relocation services accounts or is acceptable to the Trustee and the Purchaser, (b) is legally qualified and has the capacity to service the Receivables, (c) is qualified to use the software that is then being used to service the Receivables or obtains the right to use or has its own software that is adequate to perform its duties under this Agreement and (d) has a net worth of at least $25,000,000 as of the end of its most recent fiscal quarter (or such lesser net worth as may be approved by the Purchaser). Event of Default shall have the meaning set forth in the Indenture. FDIC shall mean the Federal Deposit Insurance Corporation or any successor. Fee Receivables Purchase Agreement shall mean the fee receivables purchase agreement dated as of March 7, 2002 between CMSC and the Issuer, as amended from time to time. Final Stated Maturity Date shall have the meaning set forth in the Indenture. Home Purchase Price shall mean, with respect to any Home, the appraised or other value set forth in the related Home Purchase Contract as the purchase price for such Home. Indebtedness shall mean, with respect to any Person, in the aggregate, without duplication, (i) all indebtedness, obligations and other liabilities of such Person that are, at the date as of which Indebtedness is to be determined, includable as liabilities in a balance sheet of such Person, other than (x) accounts payable and accrued expenses and (y) current and deferred income taxes and other similar liabilities, (ii) the maximum aggregate amount of all liabilities of such Person or under any Guaranty, indemnity or similar undertaking given or assumed of or in respect of, the indebtedness, obligations or other liabilities, assets, revenues, income or dividends of any Person other than such Person and (iii) all other obligations or liabilities of such Person with respect to the discharge of the obligations of any Person other than itself. For purposes of the Transaction Documents, the Indebtedness of any Person includes the Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer. Indenture shall mean the indenture dated as of March 7, 2002, by and between the Issuer, the Trustee and The Bank of New York, as Paying Agent, Authentication Agent and Transfer Agent and Registrar. Investment Company Act shall have the meaning set forth in the Indenture. Lockbox shall mean any post office box to which the Obligors remit Pool Collections or Fee Collections. Lockbox Account shall mean each lockbox account and associated demand deposit account established pursuant to the Lockbox Agreement and such other lockbox accounts and associated demand deposit accounts that the Servicer may establi

Definitions from Loan Agreement

THIS LOAN AGREEMENT, dated as of September 12, 2005 (as amended, restated, replaced, supplemented, extended or otherwise modified from time to time, this Agreement), between LEHMAN BROTHERS HOLDINGS INC., d/b/a LEHMAN CAPITAL, a division of LEHMAN BROTHERS HOLDINGS INC., a Delaware corporation, having an address at 399 Park Avenue, New York, New York 10022, individually and as Agent for one or more Co-Lenders (Lender) and MERISTAR SECURED HOLDINGS LLC, a Delaware limited liability company, having an office at 4501 N. Fairfax Drive, Suite 500, Arlington, Virginia 22203 (Borrower).

Definitions. For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent: Acceptable Counterparty means any Counterparty to the Interest Rate Cap Agreement that has and shall maintain, until the expiration of the applicable Interest Rate Cap Agreement, a long-term unsecured debt rating of not less than AA- (or the equivalent) by the Rating Agencies. Account Collateral shall mean: (i) the Accounts, and all Cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held in the Accounts from time to time; (ii) any and all amounts invested in Permitted Investments; (iii) all interest, dividends, Cash, instruments and other property from time to time received, receivable or otherwise payable in respect of, or in exchange for, any or all of the foregoing; and (iv) to the extent not covered by clauses (i) - (iii) above, all proceeds (as defined under the UCC as in effect in the State in which the Accounts are located) of any or all of the foregoing. Accounts shall mean, collectively, the Property Account, the Post-Termination Property Account, the Tax Account, the Insurance Premium Account, the Required Repair Account, the Replacement Reserve Account, the Debt Service Account, the Borrower Expense Account, and the Lockbox Account and any other accounts established pursuant to the Loan Documents. Accounts Receivable shall have the meaning set forth in Article 1 of the Security Instrument with respect to the Property. ACM shall have the meaning set forth in Section 5.1.27. Actual Amount shall have the meaning set forth in the definition of Replacement Reserve Monthly Deposit in this Section 1.1. Additional Indemnified Liabilities shall have the meaning set forth in Section 10.13(b) hereof. Adjusted Prime Rate shall mean an interest rate per annum equal to the Prime Rate in effect from time to time plus one percent (1%) per annum. Affiliate shall mean, as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by or is under common control with such Person or is a director or officer of such Person or of an Affiliate of such Person. Such term shall include the Guarantor unless otherwise specified or if the context may otherwise require. Affiliated Manager shall mean any property manager which is an Affiliate of, or in which Borrower, Principal, or any Guarantor has, directly or indirectly, any legal, beneficial or economic interest. Agent shall have the meaning set forth in Section 9.7.2(d) hereof. ALTA shall mean American Land Title Association, or any successor thereto. Alteration Threshold Amount shall have the meaning set forth in Section 5.1.20 hereof. Annual Budget shall mean the operating budget, including all planned capital expenditures, for the Property prepared by Borrower for the applicable Fiscal Year or other period. Applicable Interest Rate shall mean (A) from and including the date of this Agreement through October 8, 2005, an interest rate per annum equal to 7.23%; and (B) for each successive Interest Period through and including the date on which the Debt is paid in full, an interest rate per annum equal to (I) the Eurodollar Rate or (II) the Adjusted Prime Rate, if the Loan begins bearing interest at the Adjusted Prime Rate in accordance with the provisions of Section 2.2.3 hereof. Applicable Laws shall mean all existing and future federal, state and local laws, orders, ordinances, governmental rules and regulations and court orders. Appraisal shall mean an appraisal prepared in accordance with the requirements of FIRREA and USPAP, prepared by an independent third party appraiser holding an MAI designation, who is State licensed or State certified if required under the laws of the State where the Property is located, who meets the requirements of FIRREA and USPAP and who is otherwise reasonably satisfactory to Lender. Approved Accountant shall mean a Big Four accounting firm, or other independent certified public accountant reasonably acceptable to Lender. Approved Annual Budget shall have the meaning set forth in Section 5.1.10(d) hereof. Approved Capital Budget shall mean a Capital Budget that has been approved by Lender. Approved Capital Budget Expenditure Amount shall mean the annual amount budgeted to be spent for FF&E and other Replacements pursuant to the Approved Capital Budget. Approved Expenses shall have the meaning set forth in Section 3.7(b)(vii) hereof. Assignment and Assumption shall have the meaning set forth in Section 9.7.2 hereof. Assignment of Interest Rate Cap shall mean that certain Collateral Assignment of Interest Rate Cap Agreement made by Borrower to Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time. Assignment of Leases shall mean that certain first priority Assignment of Leases and Rents, dated as of the date hereof, from Borrower, as assignor, to Lender, as assignee, as the same may b

Definitions from Loan Agreement

THIS LOAN AGREEMENT, dated as of September 12, 2005 (as amended, restated, replaced, supplemented, extended or otherwise modified from time to time, this Agreement), between LEHMAN BROTHERS HOLDINGS INC., d/b/a LEHMAN CAPITAL, a division of LEHMAN BROTHERS HOLDINGS INC., a Delaware corporation, having an address at 399 Park Avenue, New York, New York 10022, individually and as Agent for one or more Co-Lenders (Lender) and MERISTAR SECURED HOLDINGS LLC, a Delaware limited liability company, having an office at 4501 N. Fairfax Drive, Suite 500, Arlington, Virginia 22203 (Borrower).

Definitions. For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent: Acceptable Counterparty means any Counterparty to the Interest Rate Cap Agreement that has and shall maintain, until the expiration of the applicable Interest Rate Cap Agreement, a long-term unsecured debt rating of not less than AA- (or the equivalent) by the Rating Agencies. Account Collateral shall mean: (i) the Accounts, and all Cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held in the Accounts from time to time; (ii) any and all amounts invested in Permitted Investments; (iii) all interest, dividends, Cash, instruments and other property from time to time received, receivable or otherwise payable in respect of, or in exchange for, any or all of the foregoing; and (iv) to the extent not covered by clauses (i) - (iii) above, all proceeds (as defined under the UCC as in effect in the State in which the Accounts are located) of any or all of the foregoing. Accounts shall mean, collectively, the Property Account, the Post-Termination Property Account, the Tax Account, the Insurance Premium Account, the Required Repair Account, the Replacement Reserve Account, the Debt Service Account, the Borrower Expense Account, and the Lockbox Account and any other accounts established pursuant to the Loan Documents. Accounts Receivable shall have the meaning set forth in Article 1 of the Security Instrument with respect to the Property. ACM shall have the meaning set forth in Section 5.1.27. Actual Amount shall have the meaning set forth in the definition of Replacement Reserve Monthly Deposit in this Section 1.1. Additional Indemnified Liabilities shall have the meaning set forth in Section 10.13(b) hereof. Adjusted Prime Rate shall mean an interest rate per annum equal to the Prime Rate in effect from time to time plus one percent (1%) per annum. Affiliate shall mean, as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by or is under common control with such Person or is a director or officer of such Person or of an Affiliate of such Person. Such term shall include the Guarantor unless otherwise specified or if the context may otherwise require. Affiliated Manager shall mean any property manager which is an Affiliate of, or in which Borrower, Principal, or any Guarantor has, directly or indirectly, any legal, beneficial or economic interest. Agent shall have the meaning set forth in Section 9.7.2(d) hereof. ALTA shall mean American Land Title Association, or any successor thereto. Alteration Threshold Amount shall have the meaning set forth in Section 5.1.20 hereof. Annual Budget shall mean the operating budget, including all planned capital expenditures, for the Property prepared by Borrower for the applicable Fiscal Year or other period. Applicable Interest Rate shall mean (A) from and including the date of this Agreement through October 8, 2005, an interest rate per annum equal to 7.23%; and (B) for each successive Interest Period through and including the date on which the Debt is paid in full, an interest rate per annum equal to (I) the Eurodollar Rate or (II) the Adjusted Prime Rate, if the Loan begins bearing interest at the Adjusted Prime Rate in accordance with the provisions of Section 2.2.3 hereof. Applicable Laws shall mean all existing and future federal, state and local laws, orders, ordinances, governmental rules and regulations and court orders. Appraisal shall mean an appraisal prepared in accordance with the requirements of FIRREA and USPAP, prepared by an independent third party appraiser holding an MAI designation, who is State licensed or State certified if required under the laws of the State where the Property is located, who meets the requirements of FIRREA and USPAP and who is otherwise reasonably satisfactory to Lender. Approved Accountant shall mean a Big Four accounting firm, or other independent certified public accountant reasonably acceptable to Lender. Approved Annual Budget shall have the meaning set forth in Section 5.1.10(d) hereof. Approved Capital Budget shall mean a Capital Budget that has been approved by Lender. Approved Capital Budget Expenditure Amount shall mean the annual amount budgeted to be spent for FF&E and other Replacements pursuant to the Approved Capital Budget. Approved Expenses shall have the meaning set forth in Section 3.7(b)(vii) hereof. Assignment and Assumption shall have the meaning set forth in Section 9.7.2 hereof. Assignment of Interest Rate Cap shall mean that certain Collateral Assignment of Interest Rate Cap Agreement made by Borrower to Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time. Assignment of Leases shall mean that certain first priority Assignment of Leases and Rents, dated as of the date hereof, from Borrower, as assignor, to Lender, as assignee, as the same may b

Definitions from Loan Agreement

THIS LOAN AGREEMENT, dated as of September 22, 2004 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this Agreement), between LEHMAN BROTHERS HOLDINGS INC., a Delaware corporation, having an address at 399 Park Avenue, New York, New York 10022 (Lender) and FIRST STATES INVESTORS 3300, LLC, a Delaware limited liability company, having its principal place of business at c/o American Financial Realty Trust, 680 Old York Road, Suite 200, Jenkintown, Pennsylvania 19046 (Borrower).

Definitions. For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent: Acceptable Alteration Security shall have the meaning set forth in Section 5.1.21 hereof. Acceptable Replacement Tenant shall mean a Person which (i) has a senior unsecured long-term credit rating no lower than the lesser of (A) the senior unsecured long-term credit rating of Wachovia immediately prior to the execution by such Person of the applicable Lease described below and (B) a rating of A by S&P and a rating of Aa3 by Moodys; provided, that if such rating is lower than the ratings set forth in both clauses (A) and (B) above, such credit rating shall be deemed approved by Lender upon Lenders receipt of a Rating Agency Confirmation with respect to such tenant, and (ii) is a tenant under a Lease encumbering a Property which (A) provides that every monetary and non-monetary obligation associated with managing, owning, developing and operating such Property is an obligation of the tenant thereunder (i.e., a triple net Lease), (B) has a term substantially similar or longer than that of the Wachovia Lease previously encumbering such Property, (C) provides offset and termination rights in favor of the tenant thereunder substantially similar (or more favorable to Borrower, as landlord thereunder) to those in favor of Wachovia provided for by the Master Agreement and the Wachovia Lease previously encumbering such Property, and (D) provides for annual cash flow equal to or in excess of the Underwritten Net Cash Flow on an annual basis of such Property encumbered by the applicable Wachovia Lease. Acquired Property shall have the meaning set forth in Section 9.1(c) hereof. Acquired Property Statements shall have the meaning set forth in Section 9.1(c) hereof. Additional Release Amount shall mean, with respect to each Special Release Property, an amount equal to the product obtained by multiplying (a) $110 by (b) the total number of rentable square feet of space demised under Wachovia Leases encumbering Properties then subject to the Liens of the Security Instruments and the other Loan Documents at the time such Special Release Property is released pursuant to Section 2.5.2, which space Wachovia has the right to terminate pursuant to the Master Agreement as a result of the release of such Special Release Property. Additional Special Release Obligation shall have the meaning set forth in Section 2.5.2(c)(ii)(A) hereof. Affected Property shall have the meaning set forth in Section 9.10 hereof. Affiliate shall mean, as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by or is under common control with such Person or is a director or officer of such Person or of an Affiliate of such Person. AFRT shall mean American Financial Realty Trust, a Maryland real estate investment trust. Agent shall mean any Person selected by Lender to serve as Agent upon notice to Borrower or any successor Eligible Institution acting as Agent under the Cash Management Agreement. Aggregate Debt Service shall mean the aggregate amount of debt service due under the Loan, the Mezzanine Loan and the Junior Mezzanine Loan, if any; provided, that, if the interest rate on the Junior Mezzanine Loan is a floating rate of interest, the foregoing calculation of aggregate debt service payments shall assume that the Junior Mezzanine Loan is bearing interest at an interest rate equal to the strike rate set forth in the Interest Rate Cap Agreement plus the LIBOR Spread, and further assuming that with respect to the Loan for periods prior to the Fixed Rate Conversion Date, a mortgage loan constant of 7.75%. Allocated Loan Amount shall mean, (i) with respect to each Property on the date hereof, the amount set forth on Schedule 1 attached hereto with respect to such Property, and (ii) with respect to each Substitute Property added to the Collateral in connection with a Property Substitution pursuant to Section 2.6, the Allocated Loan Amount of the related Replaced Property immediately prior to such Property Substitution, as such amount shall be adjusted from time to time as hereinafter set forth. Upon each reduction of the principal balance of the Loan due to a regular payment of monthly Debt Service pursuant to Section 2.2.4, each Allocated Loan Amount shall be decreased by an amount equal to the product of (i) the amount of such principal payment and (ii) a fraction, the numerator of which is the applicable Allocated Loan Amount (prior to the reduction in question) and the denominator of which is the total of all Allocated Loan Amounts (prior to the reduction in question). At any time when the outstanding principal balance of the Loan is reduced as a result of Lenders receipt and retention of proceeds with respect to a Condemnation or Casualty of a specific Property, Lender may adjust the Allocated Loan Amounts of each of the Properties in such a manner as Lender may determine in its