9.11
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED BY THE
PARTIES IN SEPARATE COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED AND DELIVERED
SHALL BE AN ORIGINAL, BUT ALL SUCH COUNTERPARTS SHALL TOGETHER CONSTITUTE ONE
AND THE SAME INSTRUMENT.
SECTION 9.12
INTERPRETATION.
(A)
AS USED HEREIN, EXCEPT AS OTHERWISE INDICATED HEREIN OR AS THE
CONTEXT MAY OTHERWISE REQUIRE: (I) THE WORDS "INCLUDE," "INCLUDES," AND
"INCLUDING" ARE DEEMED TO BE FOLLOWED BY "WITHOUT LIMITATION" WHETHER OR NOT
THEY ARE IN FACT FOLLOWED BY SUCH WORDS OR WORDS OF LIKE IMPORT; (II) THE WORDS
"HEREOF," "HEREIN," "HEREUNDER," AND COMPARABLE TERMS REFER TO THE ENTIRETY OF
THIS AGREEMENT, INCLUDING THE EXHIBITS AND SCHEDULES HERETO, AND NOT TO ANY
PARTICULAR ARTICLE, SECTION, OR OTHER SUBDIVISION HEREOF OR EXHIBIT OR SCHEDULE
HERETO; (III) ANY PRONOUN SHALL INCLUDE THE CORRESPONDING MASCULINE, FEMININE,
AND NEUTER FORMS; (IV) THE SINGULAR INCLUDES THE PLURAL AND VICE VERSA;
(V) REFERENCES TO ANY AGREEMENT OR OTHER DOCUMENT ARE TO SUCH AGREEMENT OR
DOCUMENT AS AMENDED, MODIFIED, SUPPLEMENTED, AND RESTATED NOW OR HEREAFTER FROM
TIME TO TIME; (VI) REFERENCES TO ANY STATUTE OR REGULATION ARE TO IT AS AMENDED,
MODIFIED, SUPPLEMENTED, AND RESTATED NOW OR HEREAFTER FROM TIME TO TIME, AND TO
ANY CORRESPONDING PROVISIONS OF SUCCESSOR STATUTES OR REGULATIONS;
(VII) REFERENCES TO "ARTICLE," "SECTION," OR ANOTHER SUBDIVISION OR TO A
"SCHEDULE" OR "EXHIBIT" ARE TO AN ARTICLE, SECTION, OR SUBDIVISION HEREOF OR A
"SCHEDULE" OR "EXHIBIT" HERETO; AND (VIII) EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED IN THIS AGREEMENT, REFERENCES TO ANY PERSON OR ENTITY INCLUDE SUCH
PERSON'S OR ENTITY'S SUCCESSORS AND PERMITTED ASSIGNS.
(B)
ANY REFERENCE HEREIN TO A "DAY" OR NUMBER OF "DAYS" (WITHOUT THE
EXPLICIT QUALIFICATION OF "BUSINESS") SHALL BE DEEMED TO REFER TO A CALENDAR DAY
OR NUMBER OF CALENDAR DAYS.
IF ANY ACTION OR NOTICE IS TO BE TAKEN OR GIVEN ON
OR BY A PARTICULAR
82
CALENDAR DAY, AND SUCH CALENDAR DAY IS NOT A BUSINESS DAY, THEN SUCH ACTION OR
NOTICE MAY BE TAKEN OR GIVEN ON THE NEXT SUCCEEDING BUSINESS DAY.
(C)
ANY FINANCIAL OR ACCOUNTING TERMS THAT ARE NOT OTHERWISE DEFINED
HEREIN SHALL HAVE THE MEANINGS GIVEN THERETO UNDER GAAP.
FOR PURPOSES OF EACH
REFERENCE HEREIN TO AN AMOUNT IN DOLLARS IN CIRCUMSTANCES WHERE THE ACTUAL ITEM
IS EXPRESSED IN ANY OTHER CURRENCY SHALL BE CONSIDERED A REFERENCE TO THE DOLLAR
EQUIVALENT OF SUCH OTHER CURRENCY ON THE RELEVANT DATE OF DETERMINATION OF SUCH
AMOUNT AT THE RELEVANT NOON BUYING RATE IN THE CITY OF NEW YORK FOR CABLE
TRANSFERS IN FOREIGN CURRENCIES, AS ANNOUNCED BY THE FEDERAL RESERVE BANK OF NEW
YORK FOR CUSTOMS PURPOSES (THE "REFERENCE EXCHANGE RATE").
SECTION 9.13
RULES OF CONSTRUCTION.
THE PARTIES AGREE THAT THEY HAVE
BEEN REPRESENTED BY COUNSEL DURING THE NEGOTIATION, PREPARATION, AND EXECUTION
OF THIS AGREEMENT AND, THEREFORE, WAIVE THE APPLICATION OF ANY LAW OR RULE OF
CONSTRUCTION PROVIDING THAT AMBIGUITIES IN AN AGREEMENT OR OTHER DOCUMENT SHALL
BE CONSTRUED AGAINST THE PARTY DRAFTING SUCH AGREEMENT OR DOCUMENT.
SECTION 9.14
NO PARTNERSHIP.
NO PROVISION OF THIS AGREEMENT