such perfection or priority (but not attachment)
and for purposes of definitions related to such provisions.
"Unrestricted Cash":
all cash that is not restricted cash, as determined in
accordance with GAAP.
"U.S.A. PATRIOT Act":
(a) the Trading with the Enemy Act, as amended, and each
of the foreign asset control regulations of the United States Treasury
Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling
legislation or
38
executive order relating thereto, and (b) the Uniting and Strengthening America
by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA
PATRIOT) Act of 2001, as amended or modified from time to time.
"Wholly Owned Non-Guarantor Foreign Subsidiary": as defined in Section 9.3(f).
"Wholly Owned Subsidiary":
with respect to any Person, any corporation,
partnership, limited liability company or other entity of which all of the
equity securities or other ownership interests (other than, in the case of a
corporation, directors' qualifying shares or equity interests held by foreign
nationals, in each case to the extent mandated by applicable law) are directly
or indirectly owned or controlled by such Person or one or more Wholly Owned
Subsidiaries of such Person.
"Withdrawal Liability":
liability to a Multiemployer Plan as a result of a
complete or partial withdrawal from such Multiemployer Plan, as such terms are
defined in Part 1 of Subtitle E of Title IV of ERISA.
1.2.
Other Definitional Provisions.
(a) Unless
otherwise specified therein, all terms defined in this Agreement shall have the
defined meanings when used in the other Loan Documents or any certificate or
other document made or delivered pursuant hereto or thereto.
(B)
AS USED HEREIN AND IN THE OTHER LOAN DOCUMENTS, AND ANY CERTIFICATE
OR OTHER DOCUMENT MADE OR DELIVERED PURSUANT HERETO OR THERETO, ACCOUNTING TERMS
RELATING TO PARENT, HOLDINGS AND ITS SUBSIDIARIES NOT DEFINED IN SECTION 1.1 AND
ACCOUNTING TERMS PARTLY DEFINED IN SECTION 1.1, TO THE EXTENT NOT DEFINED, SHALL
HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM UNDER GAAP; PROVIDED THAT TO THE
EXTENT ANY PERSON DOES NOT CONSTITUTE A SUBSIDIARY OF THE PARENT AND THE PARENT
AND ITS SUBSIDIARIES DO NOT OWN MORE THAN A MAJORITY OF THE CAPITAL STOCK OF
SUCH PERSON, SUCH PERSON SHALL NOT BE REQUIRED TO BE CONSOLIDATED WITH THE
PARENT OR ANY OF ITS SUBSIDIARIES FOR ANY PURPOSES OF THE LOAN DOCUMENTS
REGARDLESS OF THE REQUIREMENTS OF GAAP.
(C)
THE WORDS "HEREOF", "HEREIN" AND "HEREUNDER" AND WORDS OF SIMILAR
IMPORT WHEN USED IN THIS AGREEMENT SHALL REFER TO THIS AGREEMENT AS A WHOLE AND
NOT TO ANY PARTICULAR PROVISION OF THIS AGREEMENT, AND SECTION, SCHEDULE AND
EXHIBIT REFERENCES ARE TO THIS AGREEMENT UNLESS OTHERWISE SPECIFIED.
(D)
EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THE MEANINGS GIVEN TO TERMS
DEFINED HEREIN SHALL BE EQUALLY APPLICABLE TO BOTH THE SINGULAR AND PLURAL FORMS
OF SUCH TERMS.
(E)
EACH REFERENCE TO THE "CREDIT AGREEMENT" IN ANY LOAN DOCUMENT SHALL
BE DEEMED TO BE A REFERENCE TO THIS AGREEMENT, AS AMENDED, RESTATED AND
SUPPLEMENTED FROM TIME TO TIME AFTER THE