SUBDIVISION.
ALL REFERENCES HEREIN TO ARTICLES, SECTIONS, EXHIBITS AND
SCHEDULES SHALL BE CONSTRUED TO REFER TO ARTICLES AND SECTIONS OF, AND EXHIBITS
AND SCHEDULES TO, THIS AGREEMENT.
ANY PRONOUN USED SHALL BE DEEMED TO COVER ALL
GENDERS.
WHEREVER APPROPRIATE IN THE CONTEXT, TERMS USED HEREIN IN THE SINGULAR
ALSO INCLUDE THE PLURAL AND VICE VERSA.
ALL REFERENCES TO STATUTES AND RELATED
REGULATIONS SHALL INCLUDE ANY AMENDMENTS OF SAME AND ANY SUCCESSOR STATUTES AND
REGULATIONS.
UNLESS OTHERWISE PROVIDED, ALL REFERENCES TO ANY INSTRUMENTS OR
AGREEMENTS TO WHICH AGENT IS A PARTY, INCLUDING REFERENCES TO ANY OF THE OTHER
DOCUMENTS, SHALL INCLUDE ANY AND ALL MODIFICATIONS, SUPPLEMENTS OR AMENDMENTS
THERETO, ANY AND ALL RESTATEMENTS OR REPLACEMENTS THEREOF AND ANY AND ALL
EXTENSIONS OR RENEWALS THEREOF.
ALL REFERENCES HEREIN TO THE TIME OF DAY SHALL
MEAN THE TIME IN NEW YORK, NEW YORK.
UNLESS OTHERWISE PROVIDED, ALL FINANCIAL
CALCULATIONS SHALL BE PERFORMED WITH INVENTORY VALUED ON A WEIGHTED AVERAGES
COST BASIS (OR ANY OTHER COSTING METHOD IN COMPLIANCE WITH GAAP AND CONSENTED TO
IN WRITING BY AGENT PRIOR TO IMPLEMENTATION).
WHENEVER THE WORDS "INCLUDING" OR
"INCLUDE" SHALL BE USED, SUCH WORDS SHALL BE UNDERSTOOD TO MEAN "INCLUDING,
WITHOUT LIMITATION" OR "INCLUDE, WITHOUT LIMITATION".
A DEFAULT OR EVENT OF
DEFAULT SHALL BE DEEMED TO EXIST AT ALL TIMES DURING THE PERIOD COMMENCING ON
THE DATE THAT SUCH DEFAULT OR EVENT OF DEFAULT OCCURS TO THE DATE ON WHICH SUCH
DEFAULT OR EVENT OF DEFAULT IS WAIVED IN WRITING PURSUANT TO THIS AGREEMENT OR,
IN THE CASE OF A DEFAULT, IS CURED WITHIN ANY PERIOD OF CURE EXPRESSLY PROVIDED
FOR IN THIS AGREEMENT; AND AN EVENT OF DEFAULT SHALL "CONTINUE" OR BE
"CONTINUING" UNTIL SUCH EVENT OF DEFAULT HAS BEEN WAIVED IN WRITING BY THE
REQUIRED LENDERS OR ALL LENDERS, AS APPLICABLE.
ANY LIEN REFERRED TO IN THIS
AGREEMENT OR ANY OF THE OTHER DOCUMENTS AS HAVING BEEN CREATED IN FAVOR OF
AGENT, ANY AGREEMENT ENTERED INTO BY AGENT PURSUANT TO THIS AGREEMENT OR ANY OF
THE OTHER DOCUMENTS, ANY PAYMENT MADE BY OR TO OR FUNDS RECEIVED BY AGENT
PURSUANT TO OR AS CONTEMPLATED BY THIS AGREEMENT OR ANY OF THE OTHER DOCUMENTS,
OR ANY ACT TAKEN OR OMITTED TO BE TAKEN BY AGENT, SHALL, UNLESS OTHERWISE
EXPRESSLY PROVIDED, BE CREATED, ENTERED INTO, MADE OR RECEIVED, OR TAKEN OR
OMITTED, FOR THE BENEFIT OR ACCOUNT OF AGENT AND LENDERS. WHEREVER THE PHRASE
"TO THE BEST OF BORROWERS' KNOWLEDGE" OR WORDS OF SIMILAR IMPORT RELATING TO THE
KNOWLEDGE OR THE AWARENESS OF ANY BORROWER ARE USED IN THIS AGREEMENT OR OTHER
DOCUMENTS, SUCH PHRASE SHALL MEAN AND REFER TO (I) THE ACTUAL KNOWLEDGE OF A
SENIOR OFFICER OF ANY BORROWER OR (II) THE KNOWLEDGE THAT A SENIOR OFFICER WOULD
HAVE OBTAINED IF HE HAD ENGAGED IN GOOD FAITH AND DILIGENT PERFORMANCE OF HIS
DUTIES, INCLUDING THE MAKING OF SUCH REASONABLY SPECIFIC INQUIRIES AS MAY BE
NECESSARY OF THE EMPLOYEES OR AGENTS OF SUCH BORROWER AND A GOOD FAITH ATTEMPT
TO ASCERTAIN THE EXISTENCE OR ACCURACY