amount of Permitted UIC Cash Dividends made after the Closing
Date, less (iii) the aggregate amount of Permitted UIC Cash CapEx made after the
Closing Date.
"Withdrawal Liability" shall mean liability to a Multiemployer Plan as a result
of the Borrower or an ERISA Affiliates' complete or partial withdrawal from such
Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title
IV of ERISA.
SECTION 1.2.
CLASSIFICATIONS OF LOANS AND
BORROWINGS.
FOR PURPOSES OF THIS AGREEMENT, LOANS MAY BE CLASSIFIED AND
REFERRED TO BY CLASS (E.G. A "REVOLVING LOAN" OR "SWINGLINE LOAN") OR BY TYPE
(E.G. A "EURODOLLAR LOAN" OR "BASE RATE LOAN") OR BY CLASS AND TYPE (E.G.
"REVOLVING EURODOLLAR LOAN").
BORROWINGS ALSO MAY BE CLASSIFIED AND REFERRED TO
BY CLASS (E.G. "REVOLVING BORROWING") OR BY TYPE (E.G. "EURODOLLAR BORROWING")
OR BY CLASS AND TYPE (E.G. " REVOLVING EURODOLLAR BORROWING").
SECTION 1.3.
ACCOUNTING TERMS AND DETERMINATION.
UNLESS OTHERWISE DEFINED OR SPECIFIED HEREIN, ALL ACCOUNTING TERMS USED HEREIN
SHALL BE INTERPRETED, ALL ACCOUNTING
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DETERMINATIONS HEREUNDER SHALL BE MADE, AND ALL FINANCIAL STATEMENTS REQUIRED TO
BE DELIVERED HEREUNDER SHALL BE PREPARED, IN ACCORDANCE WITH GAAP AS IN EFFECT
FROM TIME TO TIME, APPLIED ON A BASIS CONSISTENT WITH THE MOST RECENT AUDITED
CONSOLIDATED FINANCIAL STATEMENT OF THE BORROWER DELIVERED PURSUANT TO
SECTION 5.1(A); PROVIDED, THAT IF THE BORROWER NOTIFIES THE ADMINISTRATIVE AGENT
THAT THE BORROWER WISHES TO AMEND ANY COVENANT IN ARTICLE VI TO ELIMINATE THE
EFFECT OF ANY CHANGE IN GAAP ON THE OPERATION OF SUCH COVENANT (OR IF THE
ADMINISTRATIVE AGENT NOTIFIES THE BORROWER THAT THE REQUIRED LENDERS WISH TO
AMEND ARTICLE VI FOR SUCH PURPOSE), THEN THE BORROWER'S COMPLIANCE WITH SUCH
COVENANT SHALL BE DETERMINED ON THE BASIS OF GAAP IN EFFECT IMMEDIATELY BEFORE
THE RELEVANT CHANGE IN GAAP BECAME EFFECTIVE, UNTIL EITHER SUCH NOTICE IS
WITHDRAWN OR SUCH COVENANT IS AMENDED IN A MANNER SATISFACTORY TO THE BORROWER
AND THE REQUIRED LENDERS.
SECTION 1.4.
TERMS GENERALLY.
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".
IN THE COMPUTATION OF PERIODS OF TIME FROM A
SPECIFIED DATE TO A LATER SPECIFIED DATE, THE WORD "FROM" MEANS "FROM AND
INCLUDING" AND THE WORD "TO" MEANS "TO BUT EXCLUDING".
UNLESS THE CONTEXT
REQUIRES OTHERWISE (I) ANY DEFINITION OF OR REFERENCE TO ANY AGREEMENT,
INSTRUMENT OR OTHER DOCUMENT HEREIN SHALL BE CONSTRUED AS REFERRING TO SUCH
AGREEMENT, INSTRUMENT OR OTHER DOCUMENT AS IT WAS ORIGINALLY EXECUTED OR AS IT
MAY FROM TIME TO TIME BE AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED
(SUBJECT TO ANY RESTRICTIONS ON SUCH AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS
SET FORTH HEREIN), (II) ANY REFERENCE HEREIN TO ANY PERSON SHALL BE CONSTRUED TO