Operator, which agreement shall be in form and substance reasonably
satisfactory to the Agent.
For the avoidance of doubt, this definition is not
intended to include Operating Leases that would not otherwise be considered
Material Contracts.
"Title Company" means, collectively, one or more title insurance companies
reasonably satisfactory to the Agent.
"Tranche" or "Tranches" means Tranche A-1, Tranche A-2 and/or Tranche B, as
applicable.
"Tranche A-1" has the meaning set forth in the definition of "Loan".
"Tranche A-2" has the meaning set forth in the definition of "Loan".
"Tranche B" has the meaning set forth in the definition of "Loan".
"UCC" means the Uniform Commercial Code (or any successor statute) as adopted
and in force in the State of New York or, when the laws of any other state
govern the method or manner of the perfection or enforcement of any security
interest in any of the Collateral, the Uniform Commercial Code (or any successor
statute) of such state.
"Unimproved Lots" means an unimproved portion of the Real Property Collateral
approved by the Master Plans for sale for residential purposes, whether such
portion is a lot as platted by the Master Plans or whether such portion is a lot
increased or decreased in size relative to the lot as platted, in accordance
with the Entitlements, Licenses and Permits.
1.2
Defined Terms; Accounting Terms; Utilization of GAAP for Purposes
of Calculations Under Agreement.
A.
THE DEFINITIONS OF TERMS HEREIN SHALL APPLY EQUALLY TO THE
SINGULAR AND PLURAL FORMS OF THE TERMS DEFINED.
WHENEVER THE CONTEXT MAY
REQUIRE, ANY PRONOUN SHALL INCLUDE THE CORRESPONDING MASCULINE, FEMININE AND
NEUTER FORMS.
THE WORDS "INCLUDE", "INCLUDES" AND "INCLUDING" SHALL BE DEEMED
TO BE FOLLOWED BY THE PHRASE "WITHOUT LIMITATION".
THE WORD "WILL" SHALL BE
CONSTRUED TO HAVE THE SAME MEANING AND EFFECT AS THE WORD "SHALL".
UNLESS THE
CONTEXT REQUIRES OTHERWISE (A) ANY DEFINITION OF OR REFERENCE TO ANY AGREEMENT,
INSTRUMENT OR OTHER DOCUMENT HEREIN SHALL BE CONSTRUED AS REFERRING TO SUCH
AGREEMENT, INSTRUMENT OR OTHER DOCUMENT AS FROM TIME TO TIME AMENDED, RESTATED,
AMENDED AND RESTATED,
SUPPLEMENTED OR OTHERWISE MODIFIED (SUBJECT TO ANY
RESTRICTIONS ON SUCH AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS SET FORTH HEREIN),
(B) ANY REFERENCE HEREIN TO ANY PERSON SHALL BE CONSTRUED TO INCLUDE SUCH
PERSON'S SUCCESSORS AND ASSIGNS, (C) THE WORDS "HEREIN", "HEREOF" AND
"HEREUNDER", AND WORDS OF SIMILAR IMPORT, SHALL BE CONSTRUED TO REFER TO THIS
AGREEMENT IN ITS ENTIRETY AND NOT TO ANY PARTICULAR PROVISION HEREOF, (D) ALL
REFERENCES HEREIN TO SECTIONS, EXHIBITS AND SCHEDULES SHALL BE CONSTRUED TO
REFER TO SECTIONS OF, AND EXHIBITS AND SCHEDULES TO, THIS AGREEMENT (UNLESS
EXPRESSLY REFERRING TO ANOTHER AGREEMENT) AND (E) THE WORDS "ASSET" AND
"PROPERTY" SHALL BE CONSTRUED TO HAVE THE SAME MEANING AND EFFECT AND TO REFER
TO ANY AND ALL DOCUMENTS, GENERAL INTANGIBLES, GOODS, INTELLECTUAL PROPERTY,
INVESTMENT RELATED
31
PROPERTY, LETTER OF CREDIT RIGHTS, MONEY, RECEIVABLES, RECEIVABLE RECORDS,
COMMERCIAL TORT CLAIMS, MATERIAL CONTRACTS, AND PROCEEDS THEREFROM (FOR PURPOSES
OF THIS AGREEMENT, AS EACH SUCH TERM IS DEFINED IN THE