DEFINITIONS Defined Terms Sample Clauses

DEFINITIONS Defined Terms. For purposes of this Agreement, the following terms shall have the meanings set forth below:

DEFINITIONS Defined Terms. Each time the following terms are used in this agreement and as far as the context does not clearly give them another meaning, they shall have the following meaning:

DEFINITIONS Defined Terms. Applicable Law shall mean all local, state and federal Permits and Laws which are applicable to or which affect Contractor, Company, the Wind Projects or the Work Site(s), with respect to the operation, maintenance, servicing, repair, ownership or use of the Wind Projects, Work Site(s) and the Interconnection Facilities, including without limitation any Permits or Law relating to the environment, health or safety, bankruptcy Law, zoning, sanitation, safety, siting or building Laws. Availability Guarantee shall have the meaning set forth in Exhibit G. – OPTIONAL Balance of Plant shall mean all equipment and materials and other items incorporated in the Wind Projects, except for the WTGs. Balance of Plant includes, but is not limited to, the civil, electrical and mechanical construction works, roads, foundations, vaults or pads for transformers or sectionalizing cabinets and WTGs, cable and pipe ducting, pad-mount transformers (not in a WTG), sectionalizing cabinets, switch gears, electrical cables, communication cables and system and meteorological stations. Interconnection Facilities and O&M Facilities are not included in the Balance of Plant. CIPS Covered Assets shall mean any assets identified by Company as “critical assets” or “critical cyber assets,” as those terms are defined in the North American Electric Reliability Corporation Glossary of Terms. Commencement Date shall mean, with respect any Wind Project, the commencement date specified in Exhibit A-2. Company’s Criteria shall mean applicable requirements used as the baseline for determining whether an individual is a restricted person, as set forth on Exhibit E, Company’s Criteria. Company’s Facilities shall mean any facilities owned, operated or otherwise controlled by Company which require Company authorization to obtain access. Company’s Property shall have the meaning set forth in ARTICLE 48, OWNERSHIP OF DESIGNS, DRAWINGS AND WORK PRODUCT; TITLE TO MATERIALS. Consumables shall have the meaning set forth in Exhibit A-1. Critical Infrastructure Information or CII shall mean information concerning CIPS Covered Assets that: (i) relates to the production, generation or transmission of energy; (ii) could be useful to a person planning an attack on critical infrastructure; and (iii) provides strategic information beyond the geographic location of the critical asset, and which is identified as CII by Company. Deliverables shall mean all Documentation, equipment, materials, goods, parts, associated ha...

DEFINITIONS Defined Terms. As used in this Agreement, the following terms shall Section 1.01. have the following meanings: “Acceptable Discount” has the meaning specified in Section 2.08(a)(iii)(C). “Acceptance Date” has the meaning specified in Section 2.08(a)(iii)(B). “Accepting Lenders” has the meaning specified in Section 10.01. “Accredited Investor” has the meaning specified in Regulation D of the Securities Act. “Acquired Entity” has the meaning specified in the definition of “Permitted Acquisition.” “Acquisition Consideration” means the purchase consideration for any Permitted Acquisition and all other payments by the Borrower or any Restricted Subsidiary in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity 9482345

DEFINITIONS Defined Terms. As used in this Agreement, the following terms have the meaningsSECTION 1.01 specified below: “ABR” when used in reference to any Loan or Borrowing, refers to whether such Loan is, or the Loans comprising such Borrowing are, bearing interest at a rate determined by reference to the Alternate Base Rate. “Acceptable Discount” has the meaning assigned to such term in Section 2.11(a)(ii)(D). “Acceptable Prepayment Amount” has the meaning assigned to such term in Section 2.11(a)(ii)(D). “Acceptance and Prepayment Notice” means an irrevocable written notice from a Term Lender accepting a Solicited Discounted Prepayment Offer to make a Discounted Term Loan Prepayment at the Acceptable Discount specified therein pursuant to Section 2.11(a)(ii)(D) substantially in the form of Exhibit O. “Acceptance Date” has the meaning assigned to such term in Section 2.11(a)(ii)(D). “Accepting Lenders” has the meaning assigned to such term in Section 2.24(a). “Accounting Changes” has the meaning assigned to such term in Section 1.04(d). “Accrued Expenses” has the meaning assigned to such term in the definition of “Excess Cash Flow.” “Acquired EBITDA” means, with respect to any Pro Forma Entity for any period, the amount for such period of Consolidated EBITDA of such Pro Forma Entity (determined as if references to the Borrower and the Restricted Subsidiaries in the definition of the term “Consolidated EBITDA” were references to such Pro Forma Entity and its Subsidiaries which will become Restricted Subsidiaries), all as determined on a consolidated basis for such Pro Forma Entity. “Acquired Entity or Business” has the meaning assigned to such term in the definition of “Consolidated EBITDA.” “Acquisition Transaction” means any Investment by the Borrower or any Restricted Subsidiary in a Person if (a) as a result of such Investment, (i) such Person becomes a Restricted Subsidiary or (ii) such Person, in one transaction or a series of related transactions, is merged, consolidated, or amalgamated with or into, or transfers or conveys substantially all of its assets (or all or substantially all the assets constituting a business unit, division, product line or line of business) to, or is liquidated into, the Borrower or a Restricted Subsidiary and (b) after giving

DEFINITIONS Defined Terms. See Addendum B for a list of defined terms. Capitalized terms not defined in these Program Guidelines will have the meanings assigned in other applicable documents, such as the Private Education Loan Origination and Sale Agreement (the “Origination Agreement”) or the Application and Loan Agreement. Any conflict between these terms will be governed by the respective Agreement.

DEFINITIONS Defined Terms. As used in this Agreement, the following termsSECTION 1.01. have the meanings specified below: “Adjusted LIBO RateDaily Simple SOFR” means, with respect to any Eurodollar Borrowing for any Interest Period or for any CBFR Borrowing, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period, multiplied by (b) the Statutory Reserve RateDaily Simple SOFR, plus (b) 0.10%. “Adjusted One Month LIBORTerm SOFR Rate” means, for any dayInterest Period, an interest rate per annum equal to the sum of (i) 1.00% plus (ii(a) the Adjusted LIBOTerm SOFR Rate for a one monthsuch Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day); provided that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the LIBO Screen Rate at approximately 11:00 a.m. London time on such day; provided further, that, if the LIBO Screen Rate, as determined without giving effect to the first proviso set forth in the definition of the “LIBO Screen Rate,” at such time shall be less than zero, such rate shall be deemed to be zero for purposes of determining the “Adjusted One Month LIBOR Rate” and the “CB Floating Rate”, plus (b) 0.10%.

DEFINITIONS Defined Terms. Terms used in this Agreement which are defined in Annex I hereto shall have the meanings specified in such Annex I (unless otherwise defined herein).

DEFINITIONS Defined Terms. Capitalized and defined terms contained in this Servicing Agreement without definitions have the following meanings unless the context otherwise requires, and the definitions of such terms are equally applicable both to the singular and plural forms of such terms and to the masculine, feminine and neuter genders of such terms. (a) "Business Day" shall mean any day on which ordinary business dealings are carried on at Servicer's Coral Springs, Florida offices, excluding Saturday, Sunday and any day on which the Servicer's offices are closed because of its regularly scheduled holiday. (b) Intentionally Omitted. (c) "Client" means SENTINEL FINANCING LTD., L.P., a Florida limited partnership.

DEFINITIONS Defined Terms. As used in this Agreement, the following terms have theSECTION 1.01 meanings specified below: “2018 Preferred Documents” means, collectively, (each dated, as applicable on or about August 8, 2018): (a) the Parent’s Fourth Articles of Amendment and Restatement, (b) the Parent’s Articles Supplementary Establishing and Fixing the Rights and Preferences of Series A Cumulative Perpetual Preferred Stock, and (c) Series A Cumulative Perpetual Preferred Stock Purchase Agreement entered into between the Parent and the 2018 Preferred Holder. “2018 Preferred Holder” means SHBNPP Global Professional Investment Type Private Real Estate Trust No. 13(H), a real estate investment trust established under the laws of the Republic of Korea (acting through Kookmin Bank as trustee of SHBNPP Global Professional Investment Type Private Real Estate Trust No. 13(H) and its successors and assigns). “2019 Merger” means the contemplated merger by and among Xxxxxxx Capital Essential Asset REIT, Inc., Xxxxxxx Capital Essential Asset Operating Partnership, L.P., Borrower, Parent and Globe Merger Sub, LLC as described in Parent’s December 20, 2018 8-K filing. “2019 Merger Agreement” means the Agreement and Plan of Merger, dated as of December 14, 2018, by and among Xxxxxxx Capital Essential Asset REIT, Inc., Xxxxxxx Capital Essential Asset Operating Partnership, L.P., Borrower, Parent and Globe Merger Sub, LLC, as the same may be amended, amended and restated, restated, supplemented, modified or otherwise in effect from time to time in accordance with this Agreement. “2019 Merger Documents” means the 2019 Merger Agreement and all other agreements and documents relating to the 2019 Merger. “2023 Term Commitment” means, with respect to each Lender, the commitment of such Lender to make 2023 Term Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Lender's Term Loans hereunder, as such commitment may be reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender's 2023 Term Commitment is set forth on Schedule 2.01, or in the Assignment and Acceptance pursuant to which such Lender shall have assumed its 2023 Term Commitment, as applicable. As of the Second Amendment Effective Date, the aggregate - 2 - \\DC - 769032/000001 - 15799738 v7