LACK OF GOOD FAITH ON THE PART OF AGENT OR ANY LENDER ALLEGED BY ANY
BORROWER OR GUARANTOR AT ANY TIME.
(H)
ANY ACCOUNTING TERM USED IN THIS AGREEMENT SHALL HAVE,
UNLESS OTHERWISE SPECIFICALLY PROVIDED HEREIN, THE MEANING CUSTOMARILY GIVEN IN
ACCORDANCE WITH GAAP, AND ALL FINANCIAL COMPUTATIONS HEREUNDER SHALL BE COMPUTED
UNLESS OTHERWISE SPECIFICALLY PROVIDED HEREIN, IN ACCORDANCE WITH GAAP AS
CONSISTENTLY APPLIED AND USING THE SAME METHOD FOR INVENTORY VALUATION AS USED
IN THE PREPARATION OF THE FINANCIAL STATEMENTS OF PARENT MOST RECENTLY RECEIVED
BY AGENT PRIOR TO THE DATE HEREOF.
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN GAAP OR ANY INTERPRETATIONS OR OTHER PRONOUNCEMENTS BY THE
FINANCIAL ACCOUNTING STANDARDS BOARD OR OTHERWISE, THE TERM "UNQUALIFIED
OPINION" AS USED HEREIN TO REFER TO OPINIONS OR REPORTS PROVIDED BY ACCOUNTANTS
SHALL MEAN AN OPINION OR REPORT THAT IS UNQUALIFIED AND ALSO DOES NOT INCLUDE
ANY EXPLANATION, SUPPLEMENTAL COMMENT OR OTHER COMMENT CONCERNING THE ABILITY OF
THE APPLICABLE PERSON TO CONTINUE AS A GOING CONCERN OR THE SCOPE OF THE AUDIT.
(I)
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".
(J)
UNLESS OTHERWISE EXPRESSLY PROVIDED HEREIN,
(I) REFERENCES HEREIN TO ANY AGREEMENT, DOCUMENT OR INSTRUMENT SHALL BE DEEMED
TO INCLUDE ALL SUBSEQUENT AMENDMENTS, MODIFICATIONS, SUPPLEMENTS, EXTENSIONS,
RENEWALS, RESTATEMENTS OR REPLACEMENTS WITH RESPECT THERETO, BUT ONLY TO THE
EXTENT THE SAME ARE NOT PROHIBITED BY THE TERMS HEREOF OR OF ANY OTHER FINANCING
AGREEMENT, AND (II) REFERENCES TO ANY STATUTE OR REGULATION ARE TO BE CONSTRUED
AS
120
INCLUDING ALL STATUTORY AND REGULATORY PROVISIONS CONSOLIDATING, AMENDING,
REPLACING, RECODIFYING, SUPPLEMENTING OR INTERPRETING THE STATUTE OR REGULATION.
(K)
THE CAPTIONS AND HEADINGS OF THIS AGREEMENT ARE FOR
CONVENIENCE OF REFERENCE ONLY AND SHALL NOT AFFECT THE INTERPRETATION OF THIS
AGREEMENT.
(L)
THIS AGREEMENT AND OTHER FINANCING AGREEMENTS MAY USE
SEVERAL DIFFERENT LIMITATIONS, TESTS OR MEASUREMENTS TO REGULATE THE SAME OR
SIMILAR MATTERS.
ALL SUCH LIMITATIONS, TESTS AND MEASUREMENTS ARE CUMULATIVE
AND SHALL EACH BE PERFORMED IN ACCORDANCE WITH THEIR TERMS.
(M)
THIS AGREEMENT AND THE OTHER FINANCING AGREEMENTS ARE THE
RESULT OF NEGOTIATIONS AMONG AND HAVE BEEN REVIEWED BY COUNSEL TO AGENT AND THE
OTHER PARTIES, AND ARE THE PRODUCTS OF ALL PARTIES.
ACCORDINGLY, THIS AGREEMENT
AND THE OTHER FINANCING AGREEMENTS SHALL NOT BE CONSTRUED AGAINST AGENT OR
LENDERS MERELY BECAUSE OF AGENT'S OR ANY LENDER'S INVOLVEMENT IN THEIR
PREPARATION.
13.3
NOTICES.
(A)
ALL NOTICES, REQUESTS AND DEMANDS HEREUNDER SHALL BE IN
WRITING AND DEEMED TO HAVE BEEN GIVEN OR MADE:
IF DELIVERED IN PERSON,
IMMEDIATELY UPON DELIVERY; IF BY TELEX, TELEGRAM OR FACSIMILE TRANSMISSION,
IMMEDIATELY UPON SENDING AND UPON CONFIRMATION OF RECEIPT; IF BY NATIONALLY
RECOGNIZED OVERNIGHT COURIER SERVICE WITH INSTRUCTIONS TO DELIVER THE NEXT
BUSINESS DAY, ONE (1) BUSINESS DAY AFTER SENDING; AND IF BY CERTIFIED MAIL,
RETURN RECEIPT REQUESTED, FIVE (5) DAYS AFTER MAILING.
NOTICES DELIVERED