meaning set forth in Section 16.6 hereof.
"Week" shall mean the time period commencing with the opening of business on a
Wednesday and ending on the end of business the following Tuesday.
"Withholding Certificate" shall have the meaning set forth in
Section 3.11(a) hereof.
1.3.
UNIFORM COMMERCIAL CODE TERMS.
ALL TERMS USED HEREIN AND DEFINED
IN THE UNIFORM COMMERCIAL CODE AS ADOPTED IN THE STATE OF NEW YORK FROM TIME TO
TIME (THE "UNIFORM COMMERCIAL CODE") SHALL HAVE THE MEANING GIVEN THEREIN UNLESS
OTHERWISE DEFINED HEREIN.
WITHOUT LIMITING THE FOREGOING, THE TERMS "ACCOUNTS",
"CHATTEL PAPER", "COMMERCIAL TORT CLAIMS", "INSTRUMENTS", "GENERAL INTANGIBLES",
"GOODS", "PAYMENT INTANGIBLES", "PROCEEDS", "SUPPORTING OBLIGATIONS",
"SECURITIES", "INVESTMENT PROPERTY", "DOCUMENTS", "DEPOSIT ACCOUNTS",
"SOFTWARE", "LETTER OF CREDIT RIGHTS", "INVENTORY", "EQUIPMENT" AND "FIXTURES",
AS AND WHEN USED IN THE DESCRIPTION OF COLLATERAL SHALL HAVE THE MEANINGS GIVEN
TO SUCH TERMS IN ARTICLES 8 OR 9 OF THE UNIFORM COMMERCIAL CODE.
TO THE EXTENT
THE DEFINITION OF ANY CATEGORY OR TYPE OF COLLATERAL IS EXPANDED BY ANY
AMENDMENT, MODIFICATION OR REVISION TO THE UNIFORM COMMERCIAL CODE, SUCH
EXPANDED DEFINITION WILL APPLY AUTOMATICALLY AS OF THE DATE OF SUCH AMENDMENT,
MODIFICATION OR REVISION.
1.4.
CERTAIN MATTERS OF CONSTRUCTION.
(A)
THE TERMS "HEREIN", "HEREOF" AND "HEREUNDER" AND OTHER WORDS OF
SIMILAR IMPORT REFER TO THIS AGREEMENT AS A WHOLE AND NOT TO ANY PARTICULAR
SECTION, PARAGRAPH OR 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 FIRST-IN,
FIRST-OUT BASIS.
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
23
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,