For the avoidance of doubt, a "successful closing of the Offering" shall mean the closing of the IPO, as defined in the IPO Side Letter, which in turn is defined in the Exchange Agreement, as such IPO Side Letter may be amended, subject to the minimum price of $45 per share being satisfied.
Pricing Side Letter means that certain letter agreement between Buyer and Seller, dated as of the date hereof, as the same may be amended, restated, supplemented or otherwise modified from time to time.
Demand side management means the management of customer
Public Side Lender Representatives means, with respect to any Lender, representatives of such Lender that do not wish to receive MNPI.
Private Side Lender Representatives means, with respect to any Lender, representatives of such Lender that are not Public Side Lender Representatives.
Public-Side Information means information that is either (a) available to all holders of Traded Securities of the Borrower or any Subsidiary or (b) not material non-public information (for purposes of United States federal, state or other applicable securities laws).
Side Letter means any side letter executed by an Investor with any Borrower or the Investment Adviser with respect to such Investor’s rights and/or obligations under its Subscription Agreement and any other applicable Operative Document.
Trunk Side means the Central Office Switch connection that is capable of, and has been programmed to treat the circuit as connecting to another switching entity (for example another Central Office Switch). Trunk-Side connections offer those transmission and signaling features appropriate for the connection of switching entities and cannot be used for the direct connection of ordinary telephone station sets.
Sponsor Management Agreement means the management agreement between certain of the management companies associated with the Investors and the Issuer.
Public-Sider means a Lender whose representatives may trade in securities of the Borrower or its controlling person or any of its Subsidiaries while in possession of the financial statements provided by the Borrower under the terms of this Agreement.
Refinancing Facility Agreement means a Refinancing Facility Agreement, in form and substance reasonably satisfactory to the Agent, among Holdings, the Borrower, each Subsidiary of the Borrower party to this Agreement, the Agent and one or more Refinancing Lenders, establishing Refinancing Commitments and effecting such other amendments hereto and to the other Loan Documents as are contemplated by Section 2.26.
Tyre size designation means a designation showing:
Sponsor Agreement has the meaning specified in the Recitals hereto.
Replacement Agreement means an agreement entered into as a replacement for any Relevant Agreement;
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.
Backstop Agreement has the meaning set forth in the recitals to this Agreement.
Private-Side Information means any information with respect to Holdings and its Subsidiaries that is not Public-Side Information.
Incremental Facility Agreement means an Incremental Facility Agreement, in form and substance reasonably satisfactory to the Agent and the Borrower, among the Borrower, the Agent and one or more Incremental Lenders, establishing Incremental Commitments and effecting such other amendments hereto and to the other Loan Documents as are contemplated by Section 2.18.
New Management Agreement means the management agreement to be entered into between Buyer and the Manager for the operation and management of the Hotel on and after the Closing Date.
Refinancing Agreement as defined in Subsection 8.3(c).
Lot Line, Side means a lot line other than a front or rear lot line.
Placement Agreement means the Placement Agreement relating to the offering and sale of Capital Securities in the form of Exhibit C.
Standstill Agreement shall have the meaning set forth in Section 6.03.
Program Support Agreement means and includes any Liquidity Agreement and any other agreement entered into by any Program Support Provider providing for: (a) the issuance of one or more letters of credit for the account of any Conduit Purchaser, (b) the issuance of one or more surety bonds for which the such Conduit Purchaser is obligated to reimburse the applicable Program Support Provider for any drawings thereunder, (c) the sale by such Conduit Purchaser to any Program Support Provider of the Purchased Interest (or portions thereof) maintained by such Conduit Purchaser and/or (d) the making of loans and/or other extensions of credit to any Conduit Purchaser in connection with such Conduit Purchaser’s securitization program contemplated in this Agreement, together with any letter of credit, surety bond or other instrument issued thereunder.
Refinancing Effective Date shall have the meaning assigned to such term in Section 2.21(j).
Local Facility Agreements means any agreement under which a Local Facility is made available.
Support Agreement has the meaning set forth in the Recitals.