definiens: includingwithout limitation.willshall . " 44 < PAGE > Unless the context requires otherwise, ( A ) any definition of or reference to anyagreement, instrument or other document herein shall be construed as referringto such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified ( subject to any restrictions on suchamendments, supplements or modifications set forth herein or therein ), ( B ) anyreference to any laws herein shall be construed as referring to such laws asfrom time to time enacted, repealed or amended, ( C ) any reference herein to anyPerson shall be construed to include the Person 's successors and assigns, ( D)the words, hereunder ", and words of similar import, shallbe construed to refer to this Agreement in its entirety and not to anyparticular provision hereof, ( E ) any reference herein to the words or shall not impose any obligation on eitherParty to agree to any terms relating thereto or to engage in discussionsrelating to such terms except as such Party may determine in such Party 's solediscretion ; ( F ) all references herein to Articles, Sections, Exhibits orSchedules shall be construed to refer to Articles, Sections, Exhibits andSchedules of this Agreement ; and ( g ) all references to the of aParty shall refer to the actual knowledge of any of such Party 's officer ordirector level employees or members of its Board of Directors, or the knowledgewhich any such person would reasonably be expected to have assuming reasonableinquiry in light of such person 's position with such Party