LOAN DOCUMENT OR CONTRACT DEFINED OR REFERRED TO HEREIN SHALL BE DEEMED
REFERENCES TO SUCH LOAN DOCUMENT OR CONTRACT (AND, IN THE CASE OF THE NOTE OR
ANY INSTRUMENT, ANY INSTRUMENT ISSUED IN SUBSTITUTION THEREFOR) AS THE TERMS
THEREOF MAY HAVE BEEN OR MAY BE AMENDED, SUPPLEMENTED, WAIVED OR OTHERWISE
MODIFIED FROM TIME TO TIME.
(II)
WHEN USED IN THIS AGREEMENT, THE WORDS "HEREIN", "HEREOF" AND
"HEREUNDER" AND WORDS OF SIMILAR IMPORT SHALL REFER TO THIS AGREEMENT AS A WHOLE
AND NOT TO ANY PROVISION OF THIS AGREEMENT, AND THE WORDS "ARTICLE", "SECTION",
"ANNEX", "SCHEDULE" AND "EXHIBIT" SHALL REFER TO ARTICLES AND SECTIONS OF, AND
ANNEXES, SCHEDULES AND EXHIBITS TO, THIS AGREEMENT UNLESS OTHERWISE SPECIFIED.
(III)
WHENEVER THE CONTEXT SO REQUIRES, THE NEUTER GENDER INCLUDES THE
MASCULINE OR FEMININE, THE MASCULINE GENDER INCLUDES THE FEMININE, AND THE
SINGULAR NUMBER INCLUDES THE PLURAL, AND VICE VERSA.
(IV)
ANY ITEM OR LIST OF ITEMS SET FORTH FOLLOWING THE WORD
"INCLUDING", "INCLUDE" OR "INCLUDES" IS SET FORTH ONLY FOR THE PURPOSE OF
INDICATING THAT, REGARDLESS OF WHATEVER OTHER ITEMS ARE IN THE CATEGORY IN WHICH
SUCH ITEM OR ITEMS ARE "INCLUDED", SUCH ITEM OR ITEMS ARE IN SUCH CATEGORY, AND
SHALL NOT BE CONSTRUED AS INDICATING THAT THE ITEMS IN THE CATEGORY IN WHICH
SUCH ITEM OR ITEMS ARE "INCLUDED" ARE LIMITED TO SUCH ITEMS OR TO ITEMS SIMILAR
TO SUCH ITEMS.
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(V)
EACH AUTHORIZATION IN FAVOR OF THE BANK OR ANY OTHER PERSON
GRANTED BY OR PURSUANT TO THIS AGREEMENT SHALL BE DEEMED TO BE IRREVOCABLE AND
COUPLED WITH AN INTEREST.
(VI)
EXCEPT AS OTHERWISE SPECIFIED HEREIN, ALL REFERENCES HEREIN TO THE
BANK OR ANY LOAN PARTY SHALL BE DEEMED TO REFER TO SUCH PERSON HOWEVER
DESIGNATED IN LOAN DOCUMENTS, SO THAT (A) A REFERENCE TO RIGHTS OF THE BANK
UNDER THE LOAN DOCUMENTS SHALL BE DEEMED TO INCLUDE THE RIGHTS OF SUCH PERSON AS
THE GUARANTEED PARTY UNDER THE GUARANTY AGREEMENT, (B) A REFERENCE TO COSTS
INCURRED BY THE BANK IN CONNECTION WITH THE LOAN DOCUMENTS SHALL BE DEEMED TO
INCLUDE COSTS INCURRED BY SUCH PERSON AS THE GUARANTEED PARTY UNDER THE GUARANTY
AGREEMENTS.
(VII)
EXCEPT AS OTHERWISE SPECIFIED THEREIN, ALL TERMS DEFINED IN THIS
AGREEMENT SHALL HAVE THE MEANINGS HEREIN ASCRIBED TO THEM WHEN USED IN THE NOTE
OR ANY CERTIFICATE, OPINION OR OTHER DOCUMENT DELIVERED PURSUANT HERETO OR
THERETO.
Section 9.02
Accounting Matters.
Unless otherwise specified herein,
all accounting determinations hereunder and all computations utilized by the
Borrower in complying with the covenants contained herein shall be made, all
accounting terms used herein shall be interpreted, and all financial statements
required to be delivered hereunder shall be prepared, in accordance with U.S.
GAAP, except, in the case of such financial statements, for departures from
Generally Accepted Accounting Principles that may from time to time be approved
in writing by the independent certified public accountants who are at the time,
in accordance with Section 5.01(b), reporting on the Borrower's financial
statements.
Section 9.03
Representations and Warranties.
All Representations