Management Fee Subordination Agreement means that certain Amended and Restated Management Fee Subordination Agreement, dated as of the Closing Date, by and between the Sponsor and Agent and acknowledged by the Borrower.
Optional Extended Local Calling Scope Arrangement Traffic is traffic that under an optional Extended Local Calling Scope Arrangement chosen by the Customer terminates outside of the Customer’s basic exchange serving area.
Insurance Agreement Event of Default means an "Event of Default" as defined in the Insurance Agreement.
Affiliate Subordination Agreement means an Affiliate Subordination Agreement substantially in the form of Exhibit C pursuant to which intercompany obligations and advances owed by any Loan Party are subordinated to the Obligations.
Lock-Up Agreement means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors, officers and 5% stockholders of the Company, in the form of Exhibit C attached hereto.
Agreement Date Provisions means Part 1 (Introduction), Part 2 (Term), Part 3 (Conditions Precedent and Milestone Requirement), Condition 8 (Application), Condition 9 (Definitions: Part 5A), Condition 14 (Strike Price Adjustments), Condition 16 (Application), Condition 17 (Definitions: Part 5B), Condition 20 (Strike Price Adjustments), Condition 24 (Default Interest), Condition 25 (Set-off), Condition 26 (Deductions and withholdings), Condition 27 (Payment accounts), Condition 28 (Generator representations and warranties), Condition 29 (CfD Counterparty representations and warranties), Condition 30 (Generator undertakings: General), Condition 32 (Generator undertakings: Information provision and no cumulation of Subsidy, state aid and/or union funding), Part 12 (Termination), Part 14 (Dispute Resolution) to Part 17 (Miscellaneous) (inclusive), Schedule 1 (Conditions Precedent), Annex 1 (Calculation of Termination Amount), Annex 2 (Change Control Procedure), Annex 3 (Form of Direct Agreement), paragraph 1 of Part A of Annex 7 (FMS arrangements, Sustainability Criteria, RQM Calculation Methodology and ACT Efficiency) and Annex 8 (Pro forma notices);
Replacement Agreement means an agreement entered into as a replacement for any Relevant Agreement;
Credit Enhancement Agreement means the Agreement among the Sellers, the Master Servicer, the Trustee and the Credit Enhancement Provider with respect to the Credit Enhancement.
Termination Conditions means, collectively, (a) the payment in full in cash of the Obligations (other than (i) contingent indemnification obligations not then due and (ii) Obligations under Secured Hedge Agreements and Secured Cash Management Agreements) and (b) the termination of the Commitments and the termination or expiration of all Letters of Credit under this Agreement (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized on terms reasonably acceptable to the applicable Issuing Bank, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank).
Transfer fee covenant means a declaration or covenant purporting to affect real property which requires or purports to require the payment of a transfer fee to the declarant or other person specified in the covenant or declaration, or to their successors or assigns, upon a subsequent transfer of an interest in the real property.
Specified Acquisition Agreement Representations means the representations and warranties made by, or with respect to, the Target and its subsidiaries in the Acquisition Agreement that are material to the interests of the Lenders, but only to the extent that the Borrower (or its applicable affiliate) has the right (taking into account applicable cure provisions) to terminate its obligations under the Acquisition Agreement or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof) as a result of a breach of any such representations and warranties.
Change in Control Agreement means a written Change in Control Agreement between an employee and the Company or an Affiliate.
Permitted Lock-Up Agreement means an agreement between a Person and one or more holders of Voting Shares pursuant to which such holders (each a “Locked-Up Person”) agree to deposit or tender Voting Shares to a Take-Over Bid (the “Lock-Up Bid”) made or to be made by such Person or any of such Person’s Affiliates or Associates or any other Person with which such Person is acting jointly or in concert, provided that:
Agreement End Date has the meaning specified in Section 10.1(e).
Bailee Agreement means a Bailee Agreement among Seller, Buyer and Bailee in the form of Exhibit IV hereto.
Change of Control Agreement means the Change of Control letter agreement between the Company and the Executive of even date herewith.
Subsidiary Joinder Agreement means a joinder to this Agreement, substantially in the form of Exhibit C.
Financial Covenant Event of Default has the meaning specified in Section 8.01(b).
Subordination Agreement means any subordination or intercreditor agreement(s) entered into with respect to any subordinate financing related to the Project, as the same may be amended, supplemented or restated.
Accession Agreement means an Accession Agreement substantially in the form of Annex I to the Guaranty.
Guaranty Joinder Agreement means each Guaranty Joinder Agreement, substantially in the form thereof attached to the Guaranty, executed and delivered by a Subsidiary to Administrative Agent pursuant to Section 6.14.
Replacement Management Agreement means, collectively, (a) either (i) a management agreement with a Qualified Manager substantially in the same form and substance as the Management Agreement, or (ii) a management agreement with a Qualified Manager, which management agreement shall be reasonably acceptable to Lender in form and substance, provided, with respect to this subclause (ii), Lender, at its option, may require that Borrower shall have obtained prior written confirmation from the applicable Rating Agencies that such management agreement will not cause a downgrade, withdrawal or qualification of the then current rating of the Securities or any class thereof and (b) an assignment of management agreement and subordination of management fees substantially in the form then used by Lender (or of such other form and substance reasonably acceptable to Lender), executed and delivered to Lender by Borrower and such Qualified Manager at Borrower’s expense.
Acceptable Confidentiality Agreement means a confidentiality agreement that contains provisions that are no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreements; provided, that such agreement and any related agreements shall not include any provision calling for any exclusive right to negotiate with such party or having the effect of prohibiting the Company from satisfying its obligations under this Agreement.
Acceptable Insurance Default shall have the meaning assigned to such term or analogous term in the Servicing Agreement.
Designation Agreement means a designation agreement in substantially the form of Exhibit G attached hereto, entered into by a Bank and a Designated Lender and accepted by the Administrative Agent.
Enhancement Agreement means any agreement, instrument or document governing the terms of any Series Enhancement or pursuant to which any Series Enhancement is issued or outstanding.