definiens: in the phrase means the degree to which a subject orother thing extends, and such phrase does not mean simply ; ( h ) except where the context otherwise requires, means ; ( i ) references to an agreement or instrument mean such agreement or instrument as fromtime to time amended, modified or supplemented ( subject to any restrictions on such amendments, supplements ormodifications set forth herein ) ; ( j ) references to a Person are also to its successors, heirs and permitted assigns ; ( k ) except if Business Days are specified, or refers to calendar days ; ( l ) if a period of time is specified and dates from a given day or Business Day, or the dayor Business Day of an act or event, it is to be calculated exclusive of that day or Business Day ; ( m ) means on a calendar month basis ; ( n ) or means on a Calendar Quarter basis ; ( o ) or means on a Calendar Year basis ; ( p ) means a three hundred sixty - five ( 365 ) day period unless Calendar Year isspecified ; ( q ) references to a Law include any amendment or modification to such Law and any rulesor regulations issued thereunder, whether such amendment or modification is made, or issuance of such rules orregulations occurs, before or, only with respect to events or developments occurring or actions taken or conditionsexisting after the date of such amendment, modification or issuance, after the Effective Date, but only to the extentsuch amendment or modification, to the extent it occurs after the date hereof, does not have a retroactive effect ; ( r ) all references to or herein shall mean U.S. Dollars ; ( s ) a capitalized term not defined herein but reflecting a different part of speech than acapitalized term which is defined herein shall be interpreted in a correlative manner ; ( t ) any definition of or reference to any agreement, instrument or other document hereinshall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified ( subject to any restrictions on such amendments, supplements or modificationsset forth herein ) ; and ( u ) each Party represents that it has been represented by legal counsel in connection withthis Agreement and acknowledges that it has participated in the drafting hereof