to time in the State of New York; provided, however, that if a
term is defined in Article 9 of the Uniform Commercial Code differently than in
another Article thereof, the term shall have the meaning set forth in Article 9;
provided further that, if by reason of mandatory provisions of law, perfection,
or the effect of perfection or non-perfection, of a security interest in any
Collateral or the availability of any remedy hereunder is governed by the
Uniform Commercial Code as in effect in a jurisdiction other than the State of
New York, "Uniform Commercial Code" means the Uniform Commercial Code as in
effect in such other jurisdiction for purposes of the provisions hereof relating
to such perfection or effect of perfection or non-perfection or availability of
such remedy, as the case may be.
"UFCA" has the meaning provided in Section 10.21(d).
"UFTA" has the meaning provided in Section 10.21(d).
"Unfunded Pension Liability" means the excess of a Pension Plan's aggregate
actuarial present value of the aggregate benefit liabilities under
Section 4001(a)(16) of ERISA, over the aggregate current value of that Pension
Plan's assets, determined in accordance with the actuarial assumptions used for
purposes of Statement of Financial Accounting Standard No. 35 as of the most
recent valuation dates reflected in the Parent's annual financial statements for
the applicable plan year.
"United States" and "U.S." mean the United States of America.
"U.S. Lender" has the meaning provided in Section 3.01(e).
"Unreimbursed Amount" has the meaning provided in Section 2.03(c)(i).
1.02
Other Interpretive Provisions.
With reference to this Agreement
and each other Loan Document, unless otherwise specified herein or in such other
Loan Document:
(A)
THE DEFINITIONS OF TERMS HEREIN SHALL APPLY EQUALLY TO THE
SINGULAR AND PLURAL FORMS OF THE TERMS DEFINED.
WHENEVER THE CONTEXT MAY
REQUIRE, ANY PRONOUN SHALL INCLUDE THE CORRESPONDING MASCULINE, FEMININE AND
NEUTER FORMS.
THE WORDS "INCLUDE," "INCLUDES" AND "INCLUDING" SHALL BE DEEMED
TO BE FOLLOWED BY THE PHRASE "WITHOUT LIMITATION."
THE WORD "WILL" SHALL BE
CONSTRUED TO HAVE THE SAME MEANING AND EFFECT AS THE WORD "SHALL."
UNLESS THE
CONTEXT REQUIRES OTHERWISE, (I) ANY DEFINITION OF OR REFERENCE
50
TO ANY AGREEMENT, INSTRUMENT OR OTHER DOCUMENT (INCLUDING ANY ORGANIZATION
DOCUMENT) SHALL BE CONSTRUED AS REFERRING TO SUCH AGREEMENT, INSTRUMENT OR OTHER
DOCUMENT AS FROM TIME TO TIME AMENDED, RESTATED, AMENDED AND RESTATED,
SUPPLEMENTED OR OTHERWISE MODIFIED (SUBJECT TO ANY RESTRICTIONS ON SUCH
AMENDMENTS, RESTATEMENTS, AMENDMENTS AND RESTATEMENTS, SUPPLEMENTS OR
MODIFICATIONS SET FORTH HEREIN OR IN ANY OTHER LOAN DOCUMENT), (II) ANY
REFERENCE HEREIN TO ANY PERSON SHALL BE CONSTRUED TO INCLUDE SUCH PERSON'S
SUCCESSORS AND ASSIGNS, (III) THE WORDS "HEREIN," "HEREOF" AND "HEREUNDER," AND
WORDS OF SIMILAR IMPORT WHEN USED IN ANY LOAN DOCUMENT, SHALL BE CONSTRUED TO
REFER TO SUCH LOAN DOCUMENT IN ITS ENTIRETY AND NOT TO ANY PARTICULAR PROVISION
THEREOF, (IV) ALL REFERENCES IN A LOAN DOCUMENT TO ARTICLES, SECTIONS, EXHIBITS
AND SCHEDULES SHALL BE CONSTRUED TO REFER TO ARTICLES AND SECTIONS OF, AND
EXHIBITS AND SCHEDULES TO, THE LOAN