Definitions

Definitions. Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement.

Definitions. Unless otherwise indicated herein, all terms, which are capitalized, but are not otherwise defined herein, shall have the meaning ascribed to them in the Original Trust Agreement, as applicable.

Definitions. Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Existing Credit Agreement, as amended by this Amendment (the "Amended Credit Agreement").

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

Definitions. All capitalized terms used herein, except as modified or defined in this Third Amendment, shall have the meaning given to such terms in the Agreement.

Definitions. All capitalized terms used in this Agreement but not otherwise defined herein are given the meanings set forth in the Purchase Agreement.

Definitions. When used in this Security Agreement, the following terms shall have the following respective meanings: "Account Bank" means, as applicable, the Collection Account Bank or the Collection Sub-Account Bank. "Account Debtor" shall have the meaning given to that term in subparagraph 3(g) hereof. "Borrowers" shall have the meaning given to that term in the introductory paragraph hereof. "Collateral" shall have the meaning given to that term in paragraph 2 hereof. "Credit Agreement" shall have the... meaning given to that term in Recital A hereof. "Dealer List" means a list in electronic format, delivered by or on behalf of the Borrowers to the Administrative Agent as updated from time to time in accordance with Section 8.01(g) of the Credit Agreement. "Equipment" shall have the meaning given to that term in Attachment 1 hereto. "Hedger Provider" means HVB, as swap counterparty under the Hedge, or any other counterparty acceptable to the Lenders. "HVB" shall mean Bayerische Hypo- und Vereinsbank AG, New York Branch. "Inventory" shall have the meaning given to that term in Attachment 1 hereto. "Lenders" shall have the meaning given to that term in the introductory paragraph hereof. "Loan Documents" means the Credit Agreement, the Note, the Guarantee Agreement, the Collection Sub-Account Control Agreement, the Collection Account Control Agreement, the Fee Letter the Hedge Agreement and this Security Agreement. "Proceeds" means all proceeds of, and all other profits, products, rentals or receipts, in whatever form, arising from the collection, sale, lease, exchange, assignment, licensing or other disposition of, or other realization upon, any Collateral, including, without limitation, all claims of the Borrowers against third parties for loss of, damage to or destruction of, or for proceeds payable under, or unearned premiums with respect to, policies of insurance in respect of, any Collateral, any payments with respect to a Warranty and all claims of the Borrowers against the provider of any such Warranty, and any condemnation or requisition payments with respect to any Collateral, in each case whether now existing or hereafter arising, provided that, with respect to any Vehicle, "Proceeds" shall not include any dealer commissions, licensing fees, maintenance costs and insurance expenses owing under the Dealership Contracts. "Receivables" shall have the meaning given to that term in Attachment 1 hereto. "Secured Obligations" means the obligations secured under this Security Agreement, including (a) all principal of and interest (including, without limitation, any interest which accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of any Borrower, whether or not allowed or allowable as a claim in any such case, proceeding or other action) on any Loan to the Borrowers under the Credit Agreement; (b) all other liabilities, debts, obligations or amounts, howsoever arising, payable by the Borrowers to the Administrative Agent or the Lenders (whether evidenced by any note or instrument and whether for the payment of money), direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, under the Credit Agreement or under any other Loan Document, including without limitation all interest, fees, charges, expenses, attorneys' fees and accountants' fees chargeable to the Borrowers or payable by the Borrowers thereunder; (c) any renewals or extensions of any of the foregoing; (d) all obligations owing to the Hedge Provider pursuant to any Hedge Agreement and (e) all other obligations of the Borrowers or their Affiliates under any Loan Document. "UCC" shall mean the Uniform Commercial Code as in effect in the State of New York as of the date hereof. "Vehicle" shall mean a new motor vehicle owned by any Borrower and constituting part of the Borrowers' fleet of rental assets as identified on the Vehicle Schedule delivered by the Borrowers to the Administrative Agent and the Lenders under the Credit Agreement a copy of which is attached hereto as Attachment 4 (as the same may be updated from time to time). "Warranty" shall mean any warranty with respect to any Vehicle or any component parts thereof, whether from the dealer, seller or manufacturer of such Vehicle or any third party warranty provider, relating to the merchantability of such Vehicle or parts or the life or performance of such Vehicle or parts and all available remedies thereunder, including payment, replacement, repair, substitution or other remedies. View More

Definitions. Unless otherwise defined herein, capitalized terms used herein have the meaning given to them in the Security Agreement.

Definitions. Capitalized terms used in this Amendment which are defined in the Credit Agreement shall have the same meanings as defined therein, unless otherwise defined herein.

Definitions. The following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): "Accounts" shall have the meaning given such term in the Security Agreement. "Additional Note" means the Note issued pursuant to the Additional Note Purchase Agreement. "Additional Note Purchase Agreement" means the Note Purchase Agreement, dated as of July 21, 2006, by and between the Company and Stillwater LLC, which by its... terms contemplates the issuance of up to $500,000 aggregate principal amount of Notes on or after December 10, 2006. "Agreement" means this Lockbox Agreement, as amended, supplemented or otherwise modified from time to time. "Available Specified Funds" means with respect to each Deposit Date the amount of the Specified Funds less the Retained Amount. "Buyer" means any of the several buyers party to a Note Purchase Agreement. "Collateral" shall have the meaning given such term in the Security Agreement. "Collateral Account" means the account maintained at the Collateral Agent for the ratable benefit of the Holders which is identified in clause (b) of Section 2 and entitled "eMagin Noteholder Collateral Account", and any successor or replacement account. "Deposit Date" shall have the meaning given such term in Section 7(a). "Event of Default" means: (1) the failure by the Company to perform in any material respect any obligation of the Company under this Agreement as and when required by this Agreement; (2) any representation or warranty made by the Company pursuant to this Agreement shall have been untrue in any material respect when made or deemed to have been made; or (3) any Event of Default, as that term is defined in the Security Agreement; 2 (4) any Event of Default, as that term is defined in the Patent and Trademark Security Agreement; or (5) any Event of Default, as that term is defined in any of the Notes. "Event of Default Notice" means a notice given by the Company, the Collateral Agent or a Holder to the Lockbox Agent of the occurrence of an Event of Default. "Holder" means any Buyer or any holder from time to time of any Note. "Instruction" shall have the meaning provided in Section 2(a). "Lien" shall mean any lien, mortgage, security interest, chattel mortgage, pledge or other encumbrance (statutory or otherwise) of any kind securing satisfaction or performance of an obligation, including any agreement to give any of the foregoing, any conditional sales or other title retention agreement, any lease in the nature thereof, and the filing of or the agreement to give any financing statement under the Code of any jurisdiction or similar evidence of any encumbrance, whether within or outside the United States. "Lockbox" means the lockbox administered by the Lockbox Agent for the ratable benefit of the Holders which is identified in clause (a) of Section 2, and any successor or replacement lockbox. "Lockbox Agent's Designees" shall have the meaning given such term in Section 10(a). "Majority Holders" means at any time such of the holders of Notes, which based on the outstanding principal amount of the Notes, represents a majority of the aggregate outstanding principal amount of the Notes. "Note Purchase Agreements" means the several Note Purchase Agreements, dated as of July 21, 2006, by and between the Company and the respective Buyer party thereto pursuant to which the Company issued the Notes, including, without limitation, the Additional Note Purchase Agreement. "Notes" means the Company's 6% Senior Secured Convertible Notes due 2007-2008 originally issued pursuant to the Note Purchase Agreements, including, without limitation, the Additional Note. "Notice Date" means the date on which the Company gives the Instruction in accordance with Section 2. "Obligations Schedule" means a schedule prepared by the Company which for each Holder and each Note held thereby states, as of the date thereof, the following: 3 (i) such Holder's name, address, telephone line facsimile transmission number and payment instructions, including wire transfer instructions, (ii) the original principal amount, the outstanding principal amount and the and the maturity date of the Note, (iii) the amount of accrued and unpaid interest on each Note, (iv) the amount of unpaid interest due on each Note as of the most recent Interest Payment Date, (v) the amount of unpaid Default Interest, if any, due on each Note, (vi) the occurrence or continuation of any Event of Default with respect to each Note, (vii) the occurrence of any event which with notice or the passage of time, or both, could become an Event of Default, (viii) the amount, due date of, and reasons for any unpaid obligation due with respect to each Note by reason of (A) an Event of Default or (B) any other repurchase, redemption or acceleration obligation, and (ix) the aggregate amount then due to the Holder with respect to each Note. "Patent and Trademark Security Agreement" means the Patent and Trademark Security Agreement, dated as of July 21, 2006, between the Company and the Collateral Agent. "Person" means any natural person, corporation, partnership, limited liability company, trust, incorporated organization, unincorporated association or similar entity or any government, governmental agency or political subdivision. "Retained Amount" means that portion, which may be all, of the Specified Funds for each Deposit Date which equal (to the extent of the Specified Funds available) the sum of all amounts with respect to the Notes which are scheduled to accrue or which otherwise are expected to become due to the Holders during the Retention Period for principal of and interest and Default Interest on the Notes or for costs and expenses arising under the Transaction Documents and payable by the Company. "Retention Period" means the 45-day period after each Deposit Date. "Security Agreement" means the Pledge and Security Agreement, dated as of July 21, 2006, between the Company and the Collateral Agent. "Specified Funds" shall have the meaning given such term in Section 7(a). 4 "Subsidiary" means any corporation or other entity of which a majority of the capital stock or other ownership interests having ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions are at the time directly or indirectly owned by the Company. "Termination Notice" means a notice given to the Lockbox Agent by and signed by the Company, the Majority Holders and the Collateral Agent, which notice states that a particular Event of Default has terminated or has been satisfied or waived and no Holder has any continuing rights with respect thereto. "Transaction Documents" means the Notes, the Note Purchase Agreements, this Agreement, the Security Agreement, the Patent and Trademark Security Agreement, the Warrants and the other agreements, instruments and documents contemplated hereby and thereby. View More