definiens: means calendar days unless are expr essly specified ( in which case a mea ns any day, other than a Saturday or a Sunday, on which ba nking institutions located in New York, New York ar e required or permitted by law to be open for the tra nsaction of banking business ) ; ( j ) if the date as o f which any right, option or election is exercisable, or the da te on which any notice is required or permitted to be given, or the date upon which any amount is due and payable, is s tated to be on a date or day that is not a business day, such right, option or election may be exercised, such no tice may be given, and such amount shall be deemed due and payable, on the next succeeding business day with t he same effect as if the same was exercised, given or made on such date or day ( without, in the case of any su ch payment, the payment or accrual of any interest or other late payment or charge, provided such payment is ma de on such next succeeding business day ) ; ( k ) all r eferences to, or refer to currency of th e United States of America ; ( l ) unless otherwise ex pressly provided in this Agreement, wherever the consent of any Person is required or permitted herein, such c onsent may be withheld in such Person ’s sole and absolute discretion ; ( m ) words such as,, and and other words of similar i m port shall, unless the context requires otherwise, refer to the whole of the applicable document and not to any par ticular article, section, subsection, paragraph or clause thereof ; and ( n ) a reference to ( and gr ammatical variations thereof ) means ( and grammatical variations thereof ) . 1 1.03 . Binding Provisions . Subject to the restrictio ns on Transfers set forth and referenced herein, the cove nants and agreements contained herein, and the righ ts and obligations of the parties hereunder, ( i ) shall be binding upon, and inure to the benefit of, the part ies hereto, their heirs, legal representatives, successors and permit ted assigns, and ( ii ) may not be assigned except in connection with, and to the extent relating to, a Transfer of one or more Units permitted hereunder . 11.04 . Waive rs . No waiver of any provision of this Agreement shall be valid unless the same shall be in writing and signe d by each party granting the waiver . No waiver by any party o f any default, misrepresentation, or breach of warr anty or covenant hereunder, whether intentional or not, sha ll be deemed to extend to any prior or subsequent d efault, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence . - 54 - 11.05 . Severability . Any term or provision of this Agreement that is invalid or unenforceable in any situation i n any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the va lidity or enforceability of the offending term or p rovision in any other situation or in any other jurisdiction . I f the final judgment of a court of competent jurisd iction declares that any term or provision hereof is invalid or une nforceable, each of the Company, the Members, and t he Managers agrees that the body making the determinat ion of invalidity or unenforceability shall have th e power to reduce the scope, duration or area of the term or p rovision, to delete specific words or phrases, or t o replace any invalid or unenforceable term or provision with a t erm or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreem ent shall be enforceable as so modified . 11.06 . Expenses . Except as may be otherwise specifically provided to the c ontrary in this Agreement, each of the parties hereto shall be ar its own costs and expenses ( including legal and accounting fees and expenses ) incurred in connection with this Agreement and the transactions contemplated hereby