remedy
that any Bank may now have (after giving effect to the foregoing waiver) or may
have in the future under or in connection with this Agreement or any other Loan
Document.
NOW THEREFORE, for and in consideration of the premises and the promises herein,
and for other good and valuable considerations, the receipt, adequacy and
reasonable equivalency of which are hereby acknowledged by each party hereto,
Operating Subsidiary, Mexico Subsidiary, Parent Company, Lancer Capital, Lancer
International, ABS, Servicios Lancermex, Industrias Lancermex and each Bank and
the Agent agree as follows:
2
ARTICLE 1
DEFINITIONAL PROVISIONS
SECTION 1.1
CERTAIN DEFINITIONS OF TERMS.
FOR PURPOSES OF THIS
AGREEMENT, UNLESS OTHERWISE DEFINED HEREIN OR THE CONTEXT OTHERWISE REQUIRES,
CAPITALIZED TERMS USED IN THIS AGREEMENT SHALL HAVE THE RESPECTIVE MEANINGS
ASSIGNED TO THEM IN ANNEX B HERETO.
SECTION 1.2
GENERAL DEFINITIONAL PROVISIONS.
(A)
ALL TERMS DEFINED IN THIS AGREEMENT SHALL HAVE THEIR DEFINED
MEANINGS WHEN USED IN EACH LOAN DOCUMENT AND IN EACH CERTIFICATE, EXHIBIT,
SCHEDULE, ANNEX OR OTHER INSTRUMENT RELATED THERETO, UNLESS IN ANY CASE THE
CONTEXT STATES OR IMPLIES OTHERWISE; AND WHEN REQUIRED BY THE CONTEXT, EACH TERM
SHALL INCLUDE THE PLURAL AS WELL AS THE SINGULAR, AND VICE VERSA.
FURTHERMORE,
IN EACH LOAN DOCUMENT: (I) THE WORD "OR" IS NOT EXCLUSIVE, AND THE WORD
"INCLUDING" (IN ITS VARIOUS FORMS) MEANS "INCLUDING WITHOUT LIMITATION"; AND
(II) REFERENCES TO ANY GENDER SHALL BE CONSTRUED TO INCLUDE ANY GENDER.
(B)
DEFINITIONS OF EACH PERSON SPECIFICALLY DEFINED HEREIN OR IN EACH
OTHER LOAN DOCUMENT SHALL MEAN AND INCLUDE HEREIN AND THEREIN, UNLESS OTHERWISE
EXPRESSLY PROVIDED TO THE CONTRARY, THE SUCCESSORS, ASSIGNS, HEIRS AND LEGAL
REPRESENTATIVES OF EACH SUCH PERSON.
(C)
UNLESS THE CONTEXT OTHERWISE REQUIRES OR UNLESS OTHERWISE
EXPRESSLY PROVIDED, REFERENCES TO THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT
SHALL INCLUDE ALL AMENDMENTS, MODIFICATIONS, SUPPLEMENTS, RESTATEMENTS,
RATIFICATIONS, RENEWALS, INCREASES, EXTENSIONS, REPLACEMENTS, SUBSTITUTIONS AND
REARRANGEMENTS THEREOF OR THERETO, AS APPLICABLE, AND AS IN EFFECT FROM TIME TO
TIME; PROVIDED, HOWEVER, NOTHING CONTAINED IN THIS SENTENCE SHALL BE CONSTRUED
TO AUTHORIZE ANY PERSON TO EXECUTE OR ENTER INTO ANY SUCH AMENDMENTS,
MODIFICATIONS, SUPPLEMENTS, RESTATEMENTS, RATIFICATIONS, RENEWALS, INCREASES,
EXTENSIONS OR REARRANGEMENTS TO A LOAN DOCUMENT TO WHICH IT IS A PARTY, UNLESS
ENTERED INTO AND EXECUTED PURSUANT TO THE APPLICABLE PROVISIONS OF THE
RESPECTIVE LOAN DOCUMENTS.
(D)
ALL ACCOUNTING TERMS NOT SPECIFICALLY DEFINED IN A LOAN DOCUMENT
SHALL BE CONSTRUED, AND ALL ACCOUNTING PROCEDURES, CALCULATIONS AND REPORTING
REQUIRED OR PROVIDED FOR IN ANY LOAN DOCUMENT SHALL BE PERFORMED OR PREPARED, AS
APPLICABLE, IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED.
(E)
THE TERM "SECTION" REFERS TO SECTIONS OF THIS AGREEMENT, AND THE
TERMS "ANNEX", "EXHIBIT" AND "SCHEDULE" REFER TO ANNEXES, EXHIBITS AND SCHEDULES
ATTACHED HERETO, REFERENCE TO WHICH IS HEREBY MADE FOR INCORPORATION HEREIN FOR
ALL INTENTS AND PURPOSES, UNLESS IN ANY CASE THE CONTEXT STATES OR IMPLIES
OTHERWISE.
THE TABLE OF CONTENTS AND HEADINGS IN EACH LOAN DOCUMENT ARE
INSERTED FOR CONVENIENCE OF REFERENCE ONLY AND SHALL BE IGNORED WHEN CONSTRUING
ANY SUCH LOAN DOCUMENT.
(F)
LOANS