Defined Terms As used in this Agreement, the following terms have the meanings specified below:
Undefined Terms Terms that may appear in this Agreement which are not defined. Parties acknowledge and agree that any such terms shall be construed in accordance with customary usage in the telecommunications industry as of the effective date of this Agreement.
Defined Terms; References Unless otherwise specifically defined herein, each term used herein which is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference to "hereof", "hereunder", "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Credit Agreement shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby.
Defined Terms and Rules of Construction Reference is made to the Glossary of Defined Terms and Rules of Construction (as the same may be supplemented, amended or modified, the “Glossary”) attached as Exhibit A to the Indenture. The Glossary is incorporated herein by reference. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned thereto in the Glossary.
Recitals; Defined Terms The recitals set forth above are true and correct and are incorporated herein by this reference. Capitalized terms used throughout this Amendment shall have the meanings set forth in the Agreement, unless otherwise specifically defined herein.
Other Defined Terms As used in this Agreement, the following terms have the meanings specified below:
01 (Defined Terms) As used in this Agreement, the following terms have the meanings specified below:
Defined Terms and Marginal Headings The words "Landlord" and "Tenant" as used herein shall include the plural as well as singular. If more than one person is named as Tenant, the obligations of such persons are joint and several. The headings and titles to the articles, sections and subsections of this Lease are not a part of this Lease and shall have no effect upon the construction or interpretation of any part of this Lease.
Defined Terms Used in this Agreement In addition to the terms defined above, the following terms used in this Agreement shall be construed to have the meanings set forth or referenced below.
INDEX OF DEFINED TERMS 15Ga-1 Notice 21 Mortgage Note 1 Accountant’s Due Diligence Report 15 Mortgagor 1 Affected Loan(s) 19 MOU 27 Agreement 1 Officer’s Certificate 7 Bxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 11 Public Certificates 1 Crossed Mortgage Loans 19 Purchaser 1 Cure Request 17 Repurchase Request 21 Custodian 1 Seller 1 Defective Mortgage Loan 19 Seller Defeasance Rights and Obligations 22 Dispute 21 Seller Parties 1 Final Judicial Determination 22 Seller Reporting Information 14 Final Memorandum 1 Seller’s Information 14 General Special Servicer 1 Special Servicer 1 Indemnification Agreement 14 SMC 1 Initial Purchasers 1 Trust 1 Master Servicer 1 Trust Advisor 1 Material Breach 17 Trustee 1 Material Document Defect 17 UCC 5 Mortgage File 3 Underwriters 1 Mortgage Loan Schedule 2 Underwriting Agreement 1 Mortgage Loans 1 Mortgage Loan Purchase Agreement (this “Agreement”), dated July 24, 2015, between Starwood Mortgage Funding III LLC (“Seller”), and Starwood Mortgage Capital LLC (“SMC” and, together with Seller, the “Seller Parties”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of August 1, 2015, between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), and Wilmington Trust, National Association, as trustee (the “Trustee”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2015-C24, Commercial Mortgage Pass-Through Certificates, Series 2015-C24 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC, Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, CIBC World Markets Corp. and Dxxxxx Xxxxxxxx, LLC, as underwriters (in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class XB, Class X-D, Class D, Class E, Class F, Class G, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, as initial purchasers (in such capacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated October 1, 2013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated July 15, 2015 (as supplemented by the preliminary private placement memorandum supplement, dated July 20, 2015, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Purchaser and each Seller Party hereby agree as follows:
