payable to the order
of a Lender evidencing the obligation of the Borrowers to pay the aggregate
unpaid principal amount of the Term Loan made to the Borrowers by such Lender
and/or held by such Lender (and any promissory note or notes that may be issued
from time to time in substitution, renewal, extension, replacement, or exchange
thereof whether payable to such Lender or to a different Lender in connection
with a Person becoming a Lender after the Closing Date or otherwise)
substantially in the form of Exhibit D, with all of the blanks properly
completed.
"Threshold Amount" means, with respect to any Property, $25,000,000.
"TRC" means The Rouse Company LP.
"Unfunded Pension Liability" means the excess of a Pension Plan's actuarial
value of benefit liabilities under Section 4001(a)(16) of ERISA, over the
current actuarial value of that Pension Plan's assets allocable to such benefit
liabilities, determined in accordance with the assumptions used for funding the
Pension Plan pursuant to Section 412 or Section 430 of the Code (or
corresponding provisions of ERISA) for the applicable plan year.
"UCC" means the Uniform Commercial Code (or any successor statute) of the State
of New York or of any other state the laws of which are required by
Section 9-301 thereof to be applied in connection with the issue of perfection
of security interests.
"United States" means the United States of America.
"U.S. Lender" means each Lender (or Assignee) that is a "United States person"
as defined in Section 7701(a)(30) of the Code.
Section 1.2
Accounting Terms.
Any accounting term used in this Agreement without definition shall have, unless
otherwise specifically provided herein, the meaning customarily given in
accordance with GAAP, and all financial computations hereunder shall be
computed, unless otherwise specifically provided herein, in accordance with
GAAP.
Section 1.3
Interpretive
Provisions.
(A)
THE MEANINGS OF DEFINED TERMS ARE EQUALLY
APPLICABLE TO THE SINGULAR AND PLURAL FORMS OF THE DEFINED TERMS.
(B)
THE WORDS "HEREOF," "HEREIN," "HEREUNDER"
AND SIMILAR WORDS REFER TO THIS AGREEMENT AS A WHOLE AND NOT TO ANY PARTICULAR
PROVISION OF THIS AGREEMENT, AND SECTION, SCHEDULE AND EXHIBIT REFERENCES ARE TO
THIS AGREEMENT UNLESS OTHERWISE SPECIFIED.
(I)
THE TERM "DOCUMENTS" INCLUDES ANY AND
ALL INSTRUMENTS, DOCUMENTS, AGREEMENTS, CERTIFICATES, INDENTURES, NOTICES, AND
OTHER WRITINGS, HOWEVER EVIDENCED.
(II)
THE TERM "INCLUDING" IS NOT LIMITING AND
MEANS "INCLUDING WITHOUT LIMITATION."
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(III)
IN THE COMPUTATION OF PERIODS OF TIME FROM A
SPECIFIED DATE TO A LATER SPECIFIED DATE, THE WORD "FROM" MEANS "FROM AND
INCLUDING," THE WORDS "TO" AND "UNTIL" EACH MEAN "TO BUT EXCLUDING" AND THE WORD
"THROUGH" MEANS "TO AND INCLUDING."
(C)
UNLESS OTHERWISE EXPRESSLY PROVIDED HEREIN,
(I) REFERENCES TO AGREEMENTS (INCLUDING THIS AGREEMENT) AND OTHER CONTRACTUAL
INSTRUMENTS SHALL BE DEEMED TO INCLUDE ALL SUBSEQUENT AMENDMENTS, RESTATEMENTS,
AMENDMENTS AND RESTATEMENTS, SUPPLEMENTS AND OTHER MODIFICATIONS THERETO, BUT
ONLY TO THE EXTENT SUCH AMENDMENTS AND OTHER MODIFICATIONS ARE NOT PROHIBITED BY
THE TERMS OF ANY LOAN DOCUMENT, AND (II) REFERENCES TO ANY STATUTE OR REGULATION
ARE TO BE CONSTRUED AS INCLUDING