Definitions

Example Definitions of "Definitions"
Definitions. For purposes of this Amendment No. 1, unless the context clearly requires otherwise, all capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to such terms in the Existing Agreement.
Definitions. For purposes of this Amendment No. 1, 2, unless the context clearly requires otherwise, all capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to such terms in the Existing Agreement.
Definitions. For purposes of this Amendment No. 1, unless the context clearly requires otherwise, all capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to such terms in the Existing Agreement.
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Definitions. As used in this Agreement, the following terms have the respective meanings set forth below: "Applicable Time" means the time of each sale of any Placement Shares pursuant to this Agreement. "Rule 164," "Rule 172," "Rule 405," "Rule 415," "Rule 424," "Rule 424(b)," "Rule 430B," and "Rule 433" refer to such rules under the Securities Act Regulations. All references in this Agreement to financial statements and schedules and other information that is "contained," "included" or "stated" in the... Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to EDGAR; all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to EDGAR. View More
Definitions. As used in this Agreement, the following terms have the respective meanings set forth below: "Applicable Time" means the time of each sale of any Placement Shares pursuant to this Agreement. "Rule 164," "Rule 172," "Rule 405," "Rule 415," "Rule 424," "Rule 424(b)," "Rule 430B," and "Rule 433" refer to such rules under the Securities Act Regulations. All references in this Agreement to financial statements and schedules and other information that is "contained," "included" or "stated" in the... Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to EDGAR; all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to EDGAR. EDGAR; and all references in this Agreement to "supplements" to the Prospectus shall include, without limitation, any supplements, "wrappers" or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States. View More
Definitions. As used in this Agreement, the following terms have the respective meanings set forth below: "Applicable Time" means (i) each Representation Date and (ii) the time of each sale of any Placement Shares Securities pursuant to this Agreement. "Issuer Free Writing Prospectus" means any "issuer free writing prospectus," as defined in Rule 433, relating to the Placement Securities that (1) is required to be filed with the Commission by the Company, (2) is a "road show" that is a "written... communication" within the meaning of Rule 433(d)(8)(i) whether or not required to be filed with the Commission, or (3) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Placement Securities or of the offering that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company's records pursuant to Rule 433(g) under the Securities Act Regulations. "Rule 163," "Rule 164," "Rule 172," "Rule 405," "Rule 415," "Rule 424," "Rule 424(b)," "Rule 430B," and "Rule 433" refer to such rules under the Securities Act Regulations. All references in this Agreement to financial statements and schedules and other information that is "contained," "included" or "stated" in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to EDGAR; all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to EDGAR. EDGAR; and all references in this Agreement to "supplements" to the Prospectus shall include, without limitation, any supplements, "wrappers" or similar materials prepared in connection with any offering, sale or private placement of any Placement Securities by MLV outside of the United States. View More
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Definitions. Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement.
Definitions. Capitalized terms used but not defined herein shall have the meanings given to them in the Term Loan Credit Agreement.
Definitions. Capitalized Unless the context otherwise requires, capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement.
Definitions. Capitalized Unless the context otherwise requires, capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement.
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Definitions. Except as otherwise provided herein, and unless the context shall clearly require otherwise, all words and terms used in this Twenty–Seventh Supplemental Lease Agreement which are defined in the Lease Agreement, shall, for all purposes of this Twenty-Seventh Supplemental Lease Agreement, have the respective meanings given to them in the Lease Agreement.
Definitions. Except as otherwise provided herein, and unless the context shall clearly require otherwise, all words and terms used in this Twenty–Seventh Twenty–Fifth Supplemental Lease Agreement which are defined in the Lease Agreement, shall, for all purposes of this Twenty-Seventh Twenty-Fifth Supplemental Lease Agreement, have the respective meanings given to them in the Lease Agreement.
Definitions. Except as otherwise provided herein, and unless the context shall clearly require otherwise, all words and terms used in this Twenty–Seventh Twenty–Sixth Supplemental Lease Agreement which are defined in the Lease Agreement, shall, for all purposes of this Twenty-Seventh Twenty-Sixth Supplemental Lease Agreement, have the respective meanings given to them in the Lease Agreement.
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Definitions. In addition to the terms defined in the introductory paragraph, (a) capitalized terms used but not defined herein have the respective meanings set forth in the Syndicated Agreement (as defined below) and (b) the following terms have the following meanings: Agreement means this credit agreement, as amended, restated or otherwise modified from time to time. Applicable Margin — see Schedule I. Available Amount means, with respect to any Letter of Credit, the maximum amount available to be... drawn under such Letter of Credit under any and all circumstances during the remaining term thereof. Base Rate means, for any period, a fluctuating interest rate per annum which rate per annum shall at all times be equal to the higher of: (a) the Prime Rate; and (b) the sum of 0.5% per annum plus the Federal Funds Rate in effect from time to time. Base Rate Loan means a Loan that bears interest based upon the Base Rate. Business Day means a day on which banks are not required or authorized to close in Philadelphia, Pennsylvania, Chicago, Illinois or New York, New York, and, if the applicable Business Day relates to any LIBOR Loan, on which dealings are carried on in the London interbank market. Commitment means the commitment of the Bank to make Loans and issue Letters of Credit hereunder. -1- Credit Extension means the making of a Loan or the issuance, increase in the amount of or extension of the term of a Letter of Credit. Default means any event described in Section 7.1. Facility Fee Rate — see Schedule I. Federal Funds Rate means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Bank from three Federal funds brokers of recognized standing selected by it. Interest Payment Date means (a) for any LIBOR Loan, the last day of each Interest Period therefor and, in the case of any Interest Period that is longer than three months, each three-month anniversary of the first day of such Interest Period; (b) for any Base Rate Loan, the last day of each calendar quarter; and (c) for any Loan, any date on which such Loan is converted, prepaid or repaid and, after maturity thereof, any date on which demand is made by the Bank. Interest Period means, for any LIBOR Loan, the period commencing on the borrowing date therefor or the date such Loan was continued for a new Interest Period as or converted to a LIBOR Loan and ending on the date one, two, three or six months thereafter as the Borrower shall specify pursuant to Section 2.2 or 2.3; provided that (i) no Interest Period shall extend beyond the scheduled Termination Date; and (ii) the length of any Interest Period shall be subject to the provisions of clauses (iii) and (iv) of the proviso to the definition of "Interest Period" in the Syndicated Agreement. LC Application means the Bank's standard form for the issuance of a Letter of Credit of the type requested by the Borrower at the time of such request or for an amendment to increase the amount of, or extend the term of, a Letter of Credit, in each case appropriately adjusted, or deemed to be adjusted, to conform to the terms of this Agreement (such as deleting all references to collateral, deleting references to any default other than Defaults as defined herein, and similar adjustments). LC Fee Rate — see Schedule I. Letter of Credit — see Section 2.1. LIBO Rate means, for each Interest Period for each LIBOR Loan, the applicable British Bankers' Association LIBOR rate for deposits in U.S. dollars having a maturity equal to such Interest Period which appears on the Telerate Page 3750 as of 11:00 A.M. (London time) two Business Days prior to the first day of such Interest Period; provided that if no such British Bankers' Association LIBOR rate is available to the Bank, the LIBO Rate for such Interest Period shall instead be the rate determined by the Bank to be the rate at which the Bank or one of its Affiliate banks offers to place deposits in U.S. dollars with first-class banks in the London -2- interbank market at approximately 11:00 A.M. (London time) two Business Days prior to the first day of such Interest Period, in the approximate amount of the LIBOR Loan and having a maturity equal to such Interest Period. LIBOR Loan means a Loan that bears interest based upon the LIBO Rate. Loan — see Section 2.1. Note means a promissory note of the Borrower substantially in the form of Exhibit A. Prime Rate means a rate per annum equal to the prime rate of interest announced by the Bank (which is not necessarily the lowest rate charged to any customer), changing when and as said prime rate changes. Syndicated Agreement means the Credit Agreement dated as July 16, 2004 among the Borrower, various affiliates thereof, various financial institutions and JPMorgan Chase Bank, N.A., as administrative agent, as such Credit Agreement is in effect on the date hereof, without giving effect to (a) any subsequent amendment thereof or waiver or consent thereunder unless the Bank is a signatory, or otherwise consents, thereto or (b) any termination thereof; provided that if the Second Amendment to such Credit Agreement (a copy of which has been provided to the Bank) becomes effective, then the Bank shall be deemed to have consented thereto (and the references in Section 4.2 and 5.7 to Section 4.01(e)(iv) of the Syndicated Agreement and in Section 7.1(d) to Section 6.01(j) of the Syndicated Agreement shall be deemed to be references to Sections 4.01(e)(iii) and 6.01(i) of the Syndicated Agreement, respectively). Wherever a portion of the Syndicated Agreement is incorporated herein by reference, each reference in the incorporated provision to the "Administrative Agent," a "Lender," the "Majority Lenders" or a similar term shall be deemed to be a reference to the Bank. Termination Date means the earliest to occur of (a) February 12, 2007, (b) the date on which the Commitment Amount is reduced to zero pursuant to Section 2.4 or (c) the date on which all obligations of the Borrower hereunder become due and payable pursuant to Section 7.2. Total Outstandings means the sum of (a) the aggregate principal amount of all outstanding Loans (and any unpaid reimbursement obligations with respect to Letters of Credit that have not yet been deemed to be Loans pursuant to Section 2.12) and (b) the Available Amount of all outstanding Letters of Credit. Unmatured Default means an event which but for the lapse of time or the giving of notice, or both, would, unless cured or waived, constitute a Default. 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Definitions. In addition to the terms defined in the introductory paragraph, (a) capitalized terms used but not defined herein have the respective meanings set forth in the Syndicated Agreement (as defined below) and (b) the following terms have the following meanings: Agreement means this credit agreement, as amended, restated amended or otherwise modified from time to time. Applicable Margin — - - see Schedule I. Available Amount means, with respect to any Letter of Credit, the maximum amount available to... be drawn under such Letter of Credit under any and all circumstances during the remaining term thereof. Base Rate means, for any period, a fluctuating interest rate per annum which rate per annum shall at all times be equal to the higher of: (a) the Prime Rate; and (b) the sum of 0.5% per annum plus the Federal Funds Rate in effect from time to time. Base Rate Loan means a Loan that bears interest based upon the Base Rate. Business Day means any day other than a Saturday, Sunday or other day on which commercial banks are not required or authorized to close in Philadelphia, Pennsylvania, Chicago, Illinois or New York, New York, and, if the applicable Business Day relates or London, England, are authorized or required by law to any LIBOR Loan, on which dealings are carried on in the London interbank market. close. Commitment means the commitment of the Bank to make Loans hereunder. Commitment Amount means $50,000,000, as adjusted from time to time pursuant hereto, or such other amount as may be agreed to in writing by the Borrower and issue Letters of Credit hereunder. -1- Credit Extension means the making of a Loan or the issuance, increase in the amount of or extension of the term of a Letter of Credit. Bank. Continuation Request – see Section 2.3. Default means any event described in Section 7.1. Drawdown Request - see Section 2.2. Effective Date - see Section 4.1. Facility Fee Rate — - see Schedule I. Federal Funds Rate means, for any period, a fluctuating interest rate per annum equal for Section 2.8. Guarantor means each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Bank from three Federal funds brokers of recognized standing selected by it. Interest Payment Date means (a) for any LIBOR Loan, the last day of each Interest Period therefor and, in the case of any Interest Period that is longer than three months, each three-month anniversary of the first day of such Interest Period; (b) for any Base Rate Loan, the last day of each calendar quarter; ACE Bermuda and (c) for any Loan, any date on which such Loan is converted, prepaid or repaid and, after maturity thereof, any date on which demand is made by the Bank. ACE Tempest. Interest Period means, for any LIBOR Loan, the period commencing on the borrowing date such Loan is borrowed or the last day of the preceding Interest Period therefor or and ending on a date not more than thirty (30) days after the date such Loan was continued for a new Interest Period as or converted to a LIBOR Loan and ending on the date one, two, three or six months thereafter made, as the Borrower shall specify pursuant to Section 2.2 or 2.3; provided that (i) the Borrower may not select an Interest Period if, after giving effect to such selection, one or more Loans would be outstanding for more than 30 consecutive days; and (ii) no Interest Period for any Loan shall extend beyond the scheduled Termination Date; and (ii) the length of Date. LIBO Rate means with respect to any Interest Period shall be subject to for any Loan: (a) if such Interest Period is seven days or longer, (i) the provisions of clauses (iii) and (iv) rate appearing on Page 3750 of the proviso Telerate Service (or on any successor or substitute page of such Service, or any successor to the definition or substitute for such Service, providing rate quotations comparable to those currently provided on such page of "Interest Period" in the Syndicated Agreement. LC Application means the Bank's standard form for the issuance of a Letter of Credit of the type requested such Service, as determined by the Borrower at Bank from time to time) as of approximately 11:00 a.m., London time, on the time first day of such request or for an amendment to increase the amount of, or extend the term of, a Letter of Credit, in each case appropriately adjusted, or deemed to be adjusted, to conform to the terms of this Agreement (such as deleting all references to collateral, deleting references to any default other than Defaults as defined herein, and similar adjustments). LC Fee Rate — see Schedule I. Letter of Credit — see Section 2.1. LIBO Rate means, for each Interest Period for each LIBOR Loan, a period comparable to such Interest Period; (ii) if such rate does not otherwise appear on said Page 3750 (or such successor), the applicable British Bankers' Association LIBOR offered rate for deposits in U.S. dollars having Dollars with a maturity equal comparable to such Interest Period which appears appearing on the Telerate Page 3750 display designated page "LIBO" on the Reuter Monitor Money Rates Service (or on any successor or substitute page of such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Bank from time to time) as of approximately 11:00 A.M. (London time) two Business Days prior to a.m., London time, on the first day of such Interest Period; provided that and (iii) if no such British Bankers' Association LIBOR rate neither of the rates referred to in the foregoing clauses (i) and (ii) is available at such time for any reason, an interest rate per annum equal to the Bank, average of the LIBO Rate for such Interest Period shall instead be the rate determined rates per annum at which deposits in Dollars are offered by four major money center banks in London, England selected by the Bank from time to be the rate at which the Bank or one of its Affiliate banks offers time, to place deposits in U.S. dollars with first-class prime banks in the London -2- interbank market at as of approximately 11:00 A.M. a.m. (London time) two Business Days prior to on the first day of such Interest Period, Period in the approximate amount of the LIBOR such Loan and having if such amount were to be deposited for a maturity equal period comparable to such Interest Period. LIBOR Period, adjusted to the nearest one-quarter of one percent (0.25%) or, if there is no nearest one-quarter of one percent (0.25%), then the next higher one-quarter of one percent (0.25%); and (b) if such Interest Period is shorter than seven days, the rate available to prime banks for deposits in Dollars in an amount comparable to such Loan means for a period comparable to such Interest Period in the London interbank market as determined by the Bank as of approximately the time the Bank receives the relevant Drawdown Request or Continuation Request. Loan that bears interest based upon the LIBO Rate. Loan — - see Section 2.1. Note Loan Party means a promissory note of the Borrower substantially in and each Guarantor, individually; and Loan Parties means the form of Exhibit A. Prime Rate means a rate per annum equal to Borrower and the prime rate of interest announced by the Bank (which is not necessarily the lowest rate charged to any customer), changing when and as said prime rate changes. Guarantors. Syndicated Agreement means the Amended and Restated Credit Agreement dated as July 16, 2004 December 15, 2005 among the Borrower, various affiliates thereof, various financial institutions and JPMorgan Chase Bank, N.A., as administrative agent, as such Credit Agreement is in effect on the date hereof, without giving effect to (a) any subsequent amendment thereof or waiver or consent thereunder unless the Bank is a signatory, or otherwise consents, thereto or (b) any termination thereof; provided that if the Second Amendment to such Credit Agreement (a thereof, a copy of which has been provided to the Bank) becomes effective, then the Bank shall be deemed to have consented thereto (and the references in Section 4.2 and 5.7 to Section 4.01(e)(iv) of the Syndicated Agreement and in Section 7.1(d) to Section 6.01(j) of the Syndicated Agreement shall be deemed to be references to Sections 4.01(e)(iii) and 6.01(i) of the Syndicated Agreement, respectively). Wherever is attached hereto as Exhibit E. Whenever a portion of the Syndicated Agreement is incorporated herein by reference, each reference in the incorporated provision to the "Administrative Agent," an "Agent," a "Lender," "Lender", the "Majority Required Lenders" or a similar term shall be deemed to be a reference to the Bank. Termination Date means the earliest to occur of (a) February 12, March 29, 2007, (b) the date on which the Commitment Amount is reduced to zero pursuant to Section 2.4 or (c) the date on which all obligations of the Borrower hereunder become due and payable pursuant to Section 7.2. Total Outstandings means the sum of (a) the aggregate principal amount of all outstanding Loans (and any unpaid reimbursement obligations with respect to Letters of Credit that have not yet been deemed to be Loans pursuant to Section 2.12) and (b) the Available Amount of all outstanding Letters of Credit. Unmatured Default means an event which but for the lapse of time or the giving of notice, or both, would, unless cured or waived, constitute a Default. 1.2 Interpretation. Sections 1.02 and 1.03 of the Syndicated Agreement are incorporated herein by reference as if such Sections were set forth in full herein, mutatis mutandis. Unless otherwise specified, references herein to a Section, an Exhibit or a Schedule shall mean a Section hereof or an Exhibit or Schedule hereto. As used herein, the term "including" means "including without limitation". View More
Definitions. In addition to the terms defined in the introductory paragraph, (a) capitalized terms used but not defined herein have the respective meanings set forth in the Syndicated Agreement (as defined below) and (b) the following terms have the following meanings: Agreement means this credit agreement, as amended, restated or otherwise modified from time to time. Applicable Margin — see Schedule I. Available Amount means, with respect to any Letter of Credit, the maximum amount available to be drawn... under such Letter of Credit under any and all circumstances during the remaining term thereof. Base Rate means, for at any period, a fluctuating interest rate per annum which rate per annum shall at all times be equal to time, the higher of: of (a) the Prime Rate; Rate and (b) the sum of 0.5% per annum plus the Federal Funds Rate plus 1/2 of 1%; each change in the Base Rate shall take effect from time to time. simultaneously with the corresponding change or changes in the Prime Rate or the Federal Funds Rate. Base Rate Loan means a Loan that bears interest based upon the Base Rate. Business Day means a day on which banks are not required or authorized to close in Philadelphia, Pennsylvania, Chicago, Illinois or New York, New York, and, if the applicable Business Day relates to any LIBOR Loan, on which dealings are carried on in the London interbank market. Commitment means the commitment of the Bank to make Loans and issue Letters of Credit hereunder. -1- Credit Extension means the making of a Loan or the issuance, increase in the amount of or extension of the term of a Letter of Credit. Default means any event described in Section 7.1. Facility Fee Rate — see Schedule I. Federal Funds Rate means, for any period, a fluctuating interest the rate per annum equal for each day during such period (rounded upwards, if necessary, to the weighted average next higher 1/100th of 1%) representing the rates on overnight Federal daily effective federal funds transactions with members of rate as quoted by the Bank and confirmed in Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) Board Statistical Release H.15 (519) or any successor or substitute publication selected by the Federal Reserve Bank of New York, or, if Bank. If, for any reason, such rate is not so published for any day available, then "Federal Funds Rate" shall mean a daily rate which is a Business Day, determined, in the average opinion of the quotations Bank, to be the rate at which federal funds are being offered for such day on such transactions received by sale in the Bank from three Federal national federal funds brokers of recognized standing selected by it. market at 9:00 a.m. Rates for weekends or holidays shall be the same as the rate for the most immediately preceding Business Day. Interest Payment Date means (a) for any LIBOR Loan, the last day of each Interest Period therefor and, in the case of any Interest Period that is longer than three months, each three-month anniversary of the first day of such Interest Period; (b) for any Base Rate Loan, the last day of each calendar quarter; and (c) for any Loan, any date on which such Loan is converted, prepaid or repaid and, after maturity thereof, any date on which demand is made by the Bank. Interest Period means, for any LIBOR Loan, the period commencing on the borrowing date therefor or the date such Loan was continued for a new Interest Period as or converted to a LIBOR Loan and ending on the date one, two, three or six months thereafter as the Borrower shall specify pursuant to Section 2.2 or 2.3; provided that (i) no Interest Period shall extend beyond the scheduled Termination Date; and (ii) the length of any Interest Period shall be subject to the provisions of clauses (iii) and (iv) of the proviso to the definition of "Interest Period" in the Syndicated Agreement. LC Application means the Bank's standard form for the issuance of a Letter of Credit of the type requested by the Borrower at the time of such request or for an amendment to increase the amount of, or extend the term of, a Letter of Credit, in each case appropriately adjusted, or deemed to be adjusted, adjusted to conform to the terms of this Agreement (such as deleting all references to collateral, deleting references to any default other than Defaults as defined herein, and similar adjustments). LC Fee Rate — see Schedule I. Letter of Credit — see Section 2.1. LIBO Rate means, for each Interest Period for each LIBOR Loan, means the applicable British Bankers' Association LIBOR rate of interest per annum determined on the basis of the rate for deposits in U.S. dollars having Dollars in minimum amounts of at least $5,000,000 for a maturity period equal to such the applicable Interest Period which appears on the Telerate Page 3750 as of at approximately 11:00 A.M. a.m. (London time) two (2) Business Days prior to the first day of such the applicable Interest Period; provided that Period (rounded upward, if no such British Bankers' Association LIBOR rate is available necessary, to the Bank, the LIBO Rate nearest 1/100th of 1%). If, for any reason, such Interest Period rate does not appear on Telerate Page 3750, then "LIBOR" shall instead be the rate determined by the Bank to be the arithmetic average of the rate per annum at which the Bank or one of its Affiliate banks offers to place deposits in U.S. dollars with first-class Dollars in minimum amounts of at -2- least $5,000,000 would be offered by first class banks in the London -2- interbank market to the Bank at approximately 11:00 A.M. a.m. (London time) two (2) Business Days prior to the first day of such the applicable Interest Period, in the approximate amount of the LIBOR Loan and having Period for a maturity period equal to such Interest Period. Each calculation by the Bank of LIBOR shall be conclusive and binding for all purposes, absent manifest error. LIBO Rate means a rate per annum (rounded upwards, if necessary, to the next higher 1/100th of 1%) determined by the Bank pursuant to the following formula: LIBOR Rate = LIBOR 1.00-Eurodollar Rate Reserve Percentage LIBOR Loan means a Loan that bears interest based upon the LIBO Rate. Loan — see Section 2.1. Note means a promissory note of the Borrower substantially in the form of Exhibit A. Prime Rate means a rate per annum equal to means, at any time, the prime rate of interest per annum publicly announced from time to time by the Bank (which as its prime rate. Each change in the Prime Rate shall be effective as of the opening of business on the day such change in such prime rate occurs. The parties hereto acknowledge that the rate announced publicly by the Bank as its prime rate is an index or base rate and shall not necessarily the be its lowest or best rate charged to any customer), changing when and as said prime rate changes. its customers or other banks. Syndicated Agreement means the Credit Agreement dated as July 16, 2004 among the Borrower, various affiliates thereof, various financial institutions and JPMorgan Chase Bank, N.A., as administrative agent, as such Credit Agreement is in effect on the date hereof, without giving effect to (a) any subsequent amendment thereof or waiver or consent thereunder unless the Bank is a signatory, or otherwise consents, thereto or (b) any termination thereof; provided that if the Second Amendment to such Credit Agreement (a copy of which has been provided to the Bank) becomes effective, then the Bank shall be deemed to have consented thereto (and the references in Section 4.2 and 5.7 to Section 4.01(e)(iv) of the Syndicated Agreement and in Section 7.1(d) to Section 6.01(j) of the Syndicated Agreement shall be deemed to be references to Sections 4.01(e)(iii) and 6.01(i) of the Syndicated Agreement, respectively). Wherever a portion of the Syndicated Agreement is incorporated herein by reference, each reference in the incorporated provision to the "Administrative Agent," a "Lender," the "Majority Lenders" or a similar term shall be deemed to be a reference to the Bank. Termination Date means the earliest to occur of (a) February 12, 9, 2007, (b) the date on which the Commitment Amount is reduced to zero pursuant to Section 2.4 or (c) the date on which all obligations of the Borrower hereunder become due and payable pursuant to Section 7.2. Total Outstandings means the sum of (a) the aggregate principal amount of all outstanding Loans (and any unpaid reimbursement obligations with respect to Letters of Credit that have not yet been deemed to be Loans pursuant to Section 2.12) and (b) the Available Amount of all outstanding Letters of Credit. -3- Unmatured Default means an event which but for the lapse of time or the giving of notice, or both, would, unless cured or waived, constitute a Default. 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Definitions. Unless otherwise provided herein, the capitalized terms used and not defined herein have the meanings ascribed to such terms in the Indenture.
Definitions. Unless otherwise provided herein, the capitalized Capitalized terms used herein and not defined herein have the meanings ascribed to such terms in the Indenture.
Definitions. Unless otherwise provided herein, the The capitalized terms used and not defined herein have the meanings ascribed to such terms in the Indenture. Indenture
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Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Loan Agreement.
Definitions. Capitalized terms used in this Amendment but not defined in this Amendment herein shall have the meanings given to them in the Loan Agreement.
Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Loan Agreement. Warrant.
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Definitions. Except as otherwise provided herein, and unless the context shall clearly require otherwise, all words and terms used in this TENTH Amendment that are defined in the Composite Lease Agreement, the Special Facility Ground Lease Agreement and the Special Facility Lease Agreement shall have the respective meanings given to them in each agreement for all purposes of this TENTH Amendment.
Definitions. Except as otherwise provided herein, and unless the context shall clearly require otherwise, all words and terms used in this TENTH FOURTEENTH Amendment that are defined in the Composite Lease Agreement, the Special Facility Ground Lease Agreement and the Special Facility Lease Agreement shall have the respective meanings given to them in each agreement for all purposes of this TENTH FOURTEENTH Amendment.
Definitions. Except as otherwise provided herein, and unless the context shall clearly require otherwise, all words and terms used in this TENTH Eighth Amendment that are defined in the Composite Lease Agreement, the Special Facility Ground Lease Agreement and the Special Facility Lease Agreement shall have the respective meanings given to them in each agreement for all purposes of this TENTH Eighth Amendment.
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Definitions. When used in this Security Agreement the following terms shall have the meanings set forth below (such meanings being equally applicable to both the singular and plural forms of the terms defined). Any term used in the UCC and not defined herein shall have the meaning given to such term in the UCC.
Definitions. When used in this Security Agreement the following terms shall have the meanings set forth below (such meanings being equally applicable to both the singular and plural forms of the terms defined). Any other capitalized term used in the UCC and this Security Agreement but not defined herein shall have the meaning given ascribed to such term in it under the UCC. Purchase Agreement.
Definitions. When used in this Security Agreement the following terms shall have the meanings set forth below (such meanings being equally applicable to both the singular and plural forms of the terms defined). Any other capitalized term used in the UCC and this Security Agreement but not defined herein shall have the meaning given ascribed to such term in it under the UCC. Purchase Agreements.
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Definitions. Capitalized terms used herein shall have the meanings assigned to them in the Credit Agreement unless otherwise defined herein. References to this "Guaranty" shall mean this Guaranty, including all amendments, modifications and supplements and any annexes, exhibits and schedules to any of the foregoing, and shall refer to this Guaranty as the same may be in effect at the time such reference becomes operative. The rules of construction specified in Section 1.02 of the Credit Agreement also apply... to this Guaranty. View More
Definitions. Capitalized terms used herein shall have the meanings assigned to them in the First Lien Credit Agreement unless otherwise defined herein. References to this "Guaranty" shall mean this Guaranty, including all amendments, modifications and supplements and any annexes, exhibits and schedules to any of the foregoing, and shall refer to this Guaranty as the same may be in effect at the time such reference becomes operative. The rules of construction specified in Section 1.02 of the Credit Agreement... also apply to this Guaranty. View More
Definitions. Capitalized terms used herein shall have the meanings assigned to them in the Credit Agreement unless otherwise defined herein. References to this "Guaranty" shall mean this Guaranty, including all amendments, modifications and supplements and any annexes, exhibits and schedules to any of the foregoing, and shall refer to this Guaranty as the same may be in effect at the time such reference becomes operative. The rules of construction specified in Section 1.02 of the Credit Agreement also apply... to this Guaranty. View More
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