Definitions; Terms. References to this "Agreement" shall be to this Second Amended and Restated Subordination Agreement as amended, supplemented, or otherwise modified from time to time. The term "Senior Obligations" shall mean, collectively, the due and punctual payment of (i) the principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans when and as due, whether at maturity, by acceleration, upon one or more dates on which repayment or prepayment is required, or otherwise, (ii) each payment required to be made by the Borrowers under the Credit Agreement in respect of a Letter of Credit when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral and (iii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), (x) of the Borrowers to one or more of the Secured Parties under the Credit Agreement, (y) of the Guarantors under the Guarantee Agreements, (z) of the Borrowers and of the other Credit Parties under any other Loan Documents to which the Borrowers or such other Credit Parties are or are to be parties, and (aa) of the Borrowers (or either of them) to any Lender as an Interest Rate Protection Merchant under or in respect of any Interest Rate Hedging Agreement now or hereafter in effect. The term "Subordinated Debt" shall mean any and all Indebtedness, obligations and liabilities that is or was at any time owed by any Credit Party to any other Credit Party (including all interest accrued or to accrue thereon up to the date of such full payment thereof) of every kind and nature whatsoever, whether represented by negotiable instruments or other writings, whether direct or indirect, absolute or contingent, due or not due, secured or unsecured, original, renewed, modified or extended, now in existence or hereafter incurred, originally contracted with the Credit Party or with another Person, and whether contracted alone or jointly and/or severally with another or others.
Definitions; Terms. References to this “Agreement” shall be to this Amended and Restated Company Guarantee Agreement as amended, supplemented, or otherwise modified from time to time. The term “Obligations” shall mean, collectively, (a) the due and punctual payment of (i) the principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans when and as due, whether at maturity, by acceleration, upon one or more dates on which repayment or prepayment is required, or otherwise, (ii) each payment required to be made by the Borrowers under the Credit Agreement in respect of a Letter of Credit when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral and (iii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Borrowers to one or more of the Secured Parties under the Credit Agreement or any of the other Loan
Definitions; Terms. References to this “Agreement” shall be to this Second Amended and Restated Subsidiary Guarantee Agreement as amended, supplemented, or otherwise modified from time to time. The term “Obligations” shall mean, collectively, (a) the due and punctual payment of (i) the principal of, Yield-Maintenance Amount or other premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Notes when and as due, whether at maturity, by acceleration, upon one or more dates on which repayment or prepayment is required, or otherwise, and (ii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Issuer to one or more of the Noteholders or the Notes Collateral Agent (collectively, the “Secured Parties”) under the Note Agreement or any of the other Transaction Documents, and (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Issuer under or pursuant to the Note Agreement and the other Transaction Documents. References to a “guarantor” shall include each Guarantor hereunder, the Company, and any other Person that is a guarantor of any or all of the Obligations, and references to a “guarantee” shall include this Agreement, the Parent Guaranty and any other guarantee of any or all of the Obligations by any other Person.
Definitions; Terms. Accuray Products" means all products manufactured by Accuray Incorporated ("Accuray") including, but not limited to, Accuray-produced hardware, software, and firmware. "Accuray Services" means services of Accuray related to the warranty provided herein, but shall not include any services relating to the Diamond Elite Preventive Maintenance and Service Contract between Customer and Accuray, which shall be governed by the terms of the separate Diamond Elite Preventive Maintenance and Service Contract. "Accuray System" means the CyberKnife System provided by Accuray to Customer hereunder, which includes component parts produced by other manufacturers. "Accuray Update" means any update offered by Accuray to any Accuray Product or Accuray System. "Accuray Upgrade" means any upgrade offered by Accuray to any Accuray Product or Accuray System. "Specifications" means the user manuals, reference guides, and configuration documentation provided by Accuray to Customer in writing, as updated from time to time by Accuray. All Accuray Products, Accuray Services, Accuray System, Accuray Upgrades and Accuray Updates (collectively, "Accuray Deliverables") are furnished only on the terms and conditions stated herein. Any different or additional terms contained in Customer's purchase order, or similar documents shall not bind Accuray.
Definitions; Terms. In these Auction Rules (including any ANNEXES and Forms) the terms defined in this Article (where appropriate in plural) shall, for all purposes of these Auction Rules have the meanings specified in this Article (unless the context requires otherwise).
Definitions; Terms not defined in this Agreement shall have the meaning set forth in, or incorporated by reference into, the Sale and Servicing Agreement or, if not defined therein, in the Indenture. As used in this Agreement, the following terms shall, unless the context otherwise requires, have the following meanings (such meanings to be equally applicable to the singular and plural forms of the terms defined): "Agreement" shall have the meaning specified in the recitals hereto. "Assignment" shall mean, for purposes of this Agreement, the First-Tier Initial Assignment or any First-Tier Subsequent Assignment, as the context may require. "Closing" shall have the meaning specified in Section 2.3. "Closing Date" shall mean January 20, 1999. "Cutoff Date" shall mean the Initial Cutoff Date or any Subsequent Cutoff Date, as the context may require. "First-Tier Initial Assignment" shall mean the document of assignment in substantially the form attached to this Agreement as Exhibit A-1. "First-Tier Subsequent Assignment" shall mean any document of assignment in substantially the form attached to this Agreement as Exhibit A-2. "Indenture" shall mean the Indenture, dated as of January 1, 1999, between the Trust and Bank of Tokyo - Mitsubishi Trust Company, a New York banking corporation, as Indenture Trustee, as the same may from time to time be amended, supplemented or otherwise modified and in effect. "Initial Cutoff Date" shall mean January 1, 1999. "Initial Receivable" shall mean, for purposes of this Agreement, each motor vehicle retail installment sale contract described in the Schedule of Initial Receivables attached hereto as Exhibit B and all rights and obligations thereunder and any amendments, modifications or supplements to such motor vehicle retail installment sale contract. "Initial Receivables Purchase Price" shall mean $353,430,486. "Officer's Certificate" shall mean, for purposes of this Agreement, a certificate signed by the chairman, the president, any executive vice president, vice president or the treasurer of the Seller, and delivered to the Purchaser. "Prospectus" shall have the meaning assigned to such term in the Underwriting Agreement. "Purchaser" shall mean MMCA Auto Receivables, Inc., a Delaware corporation, and its successors and assigns. "Receivable" shall mean, for purposes of this Agreement, any Initial Receivable or Subsequent Receivable, as the context may require. "Relevant UCC" shall mean the Uniform Commercial Code, as in effect from time to time...
Definitions; Terms. For the purpose hereof, the terms below have the following meaning:
Definitions; Terms not otherwise defined in this Agreement shall have the meanings set forth in Section 15.
Definitions; Terms. AND REFERENCES -1- 1.1
Definitions; Terms not defined herein shall have the meaning given in the Plan. Whenever the following terms are used in this Agreement they shall have the meaning specified below unless the context clearly indicates to the contrary.
