EXHIBIT IS, UNLESS
OTHERWISE SPECIFIED, A REFERENCE TO A SECTION OF, OR ANNEX, APPENDIX OR EXHIBIT
TO, THIS AGREEMENT. A REFERENCE TO A PARTY TO THIS AGREEMENT OR ANOTHER
AGREEMENT OR DOCUMENT INCLUDES THE PARTY'S SUCCESSORS AND PERMITTED SUBSTITUTES
OR ASSIGNS. A REFERENCE TO AN AGREEMENT OR DOCUMENT IS TO THE AGREEMENT OR
DOCUMENT AS AMENDED, MODIFIED, NOVATED, SUPPLEMENTED OR REPLACED, EXCEPT TO THE
EXTENT PROHIBITED BY ANY PROGRAM DOCUMENT. A REFERENCE TO LEGISLATION OR TO A
PROVISION OF LEGISLATION INCLUDES A MODIFICATION OR RE-ENACTMENT OF IT, A
LEGISLATIVE PROVISION SUBSTITUTED FOR IT AND A REGULATION OR STATUTORY
INSTRUMENT ISSUED UNDER IT. A REFERENCE TO WRITING INCLUDES A FACSIMILE
TRANSMISSION AND ANY MEANS OF REPRODUCING WORDS IN A TANGIBLE AND PERMANENTLY
VISIBLE FORM. A REFERENCE TO CONDUCT INCLUDES, WITHOUT LIMITATION, AN OMISSION,
STATEMENT OR UNDERTAKING, WHETHER OR NOT IN WRITING. AN EVENT OF DEFAULT
SUBSISTS UNTIL IT HAS BEEN WAIVED IN WRITING BY AGENT. THE WORDS "HEREOF,"
"HEREIN," "HEREUNDER" AND SIMILAR WORDS REFER TO THIS AGREEMENT AS A WHOLE AND
NOT TO ANY PARTICULAR PROVISION OF THIS AGREEMENT. THE TERM "INCLUDING" IS NOT
LIMITING AND MEANS "INCLUDING WITHOUT LIMITATION." IN THE COMPUTATION OF PERIODS
OF TIME FROM A SPECIFIED DATE TO A LATER SPECIFIED DATE, THE WORD "FROM" MEANS
"FROM AND INCLUDING"; THE WORDS "TO" AND "UNTIL" EACH MEAN "TO BUT EXCLUDING,"
AND THE WORD "THROUGH" MEANS "TO AND INCLUDING." THIS AGREEMENT MAY USE SEVERAL
DIFFERENT LIMITATIONS, TESTS OR MEASUREMENTS TO REGULATE THE SAME OR SIMILAR
MATTERS. ALL SUCH LIMITATIONS, TESTS AND MEASUREMENTS ARE INDEPENDENT OF EACH
OTHER AND SHALL EACH BE PERFORMED IN ACCORDANCE WITH THEIR TERMS. UNLESS THE
CONTEXT OTHERWISE CLEARLY REQUIRES, ALL ACCOUNTING TERMS NOT EXPRESSLY DEFINED
HEREIN SHALL BE CONSTRUED, AND ALL FINANCIAL COMPUTATIONS REQUIRED UNDER THIS
AGREEMENT SHALL BE MADE, IN ACCORDANCE WITH GAAP, CONSISTENTLY APPLIED.
REFERENCES HEREIN TO "FISCAL YEAR" AND "FISCAL QUARTER" REFER TO SUCH FISCAL
PERIODS OF SELLER. EXCEPT WHERE OTHERWISE PROVIDED IN THIS AGREEMENT ANY
DETERMINATION, CONSENT, APPROVAL, STATEMENT OR CERTIFICATE MADE OR CONFIRMED IN
WRITING WITH NOTICE TO SELLER BY AGENT, ANY BUYER OR AN AUTHORIZED OFFICER
THEREOF PROVIDED FOR IN THIS AGREEMENT IS CONCLUSIVE AND BINDS THE PARTIES IN
THE ABSENCE OF MANIFEST ERROR, EXCEPT WHERE THE CONSENT OF THE SELLER IS
REQUIRED. A REFERENCE TO AN AGREEMENT INCLUDES A SECURITY INTEREST, GUARANTEE,
AGREEMENT OR LEGALLY ENFORCEABLE ARRANGEMENT WHETHER OR NOT IN WRITING RELATED
TO SUCH AGREEMENT. A REFERENCE TO A DOCUMENT INCLUDES AN AGREEMENT (AS SO
DEFINED) IN WRITING OR A CERTIFICATE, NOTICE, INSTRUMENT OR DOCUMENT, OR ANY
INFORMATION RECORDED IN COMPUTER DISK FORM. WHERE SELLER IS REQUIRED TO PROVIDE
ANY DOCUMENT TO THE AGENT AND/OR ANY BUYER UNDER THE TERMS OF THIS AGREEMENT,
THE RELEVANT DOCUMENT SHALL BE PROVIDED IN WRITING OR PRINTED FORM UNLESS THE
AGENT OR SUCH BUYER REQUESTS OTHERWISE. AT THE REQUEST OF THE AGENT AND/OR A
BUYER, ANY DOCUMENT SHALL BE PROVIDED IN COMPUTER DISK FORM OR BOTH PRINTED AND
COMPUTER DISK FORM, UNLESS SUCH COMPUTER DISK COPY REQUIRES SELLER TO PAY AN