RESPECTIVE SUCCESSORS AND
ASSIGNS.
(D)
THE WORDS "HEREOF", "HEREIN", "HEREUNDER", "THIS AGREEMENT" AND
WORDS OF SIMILAR IMPORT WHEN USED IN THIS AGREEMENT AND ANY OF THE OTHER
FINANCING AGREEMENTS SHALL REFER TO THIS AGREEMENT AND SUCH FINANCING AGREEMENT
AS A WHOLE AND NOT ANY PARTICULAR PROVISION HEREOF OR THEREOF AND AS THIS
AGREEMENT OR SUCH FINANCING AGREEMENTS NOW EXIST OR MAY HEREAFTER BE AMENDED,
MODIFIED, SUPPLEMENTED, EXTENDED, RENEWED, RESTATED OR REPLACED.
(E)
THE WORD "INCLUDING" WHEN USED IN THIS AGREEMENT SHALL MEAN
"INCLUDING, WITHOUT LIMITATION".
(F)
AN EVENT OF DEFAULT SHALL EXIST OR CONTINUE OR BE CONTINUING
UNTIL SUCH EVENT OF DEFAULT IS WAIVED IN ACCORDANCE WITH SECTION 11.3 HEREOF OR
IS CURED IN A MANNER SATISFACTORY TO AGENT, IF SUCH EVENT OF DEFAULT IS CAPABLE
OF BEING CURED AS DETERMINED BY AGENT.
(G)
ALL REFERENCES TO THE TERM "GOOD FAITH" USED HEREIN WHEN
APPLICABLE TO AGENT OR ANY LENDER SHALL MEAN, NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED HEREIN OR IN THE UCC, HONESTY IN FACT IN THE CONDUCT OR
TRANSACTION CONCERNED. BORROWERS SHALL HAVE THE BURDEN OF PROVING ANY LACK OF
GOOD FAITH ON THE PART OF AGENT OR ANY LENDER ALLEGED BY BORROWERS 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 BORROWERS AND GUARANTORS MOST
RECENTLY RECEIVED BY AGENT PRIOR TO THE DATE HEREOF.
(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 IN THIS AGREEMENT 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 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
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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