Common use of Other Definitional and Interpretive Provisions Clause in Contracts

Other Definitional and Interpretive Provisions. 1.2.1 Unless otherwise defined herein, all terms defined in this Agreement shall have the same defined meanings when used in any certificate, report or other document made or delivered pursuant hereto. 1.2.2 As used in this Agreement unless the context otherwise requires, (i) words in the masculine or neuter gender include the masculine, feminine and neuter genders, (ii) the words "include", "includes" and "including" shall be deemed to be followed with the phrase "without limitation", (iii) the word "will" shall be construed to have the same meaning and effect as the word "shall", (iv) all references to Exhibits or Schedules refer to exhibits or schedules delivered herewith or attached hereto (each of which is deemed to be a part of this Agreement), (v) all references to Sections or Articles refer to Sections or Articles of this Agreement, (vi) all references to "$" or "dollars" refer to U.S. dollars, (vii) any amount to be paid in "$" or "dollars" shall be paid in U.S. dollars, (viii) any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (ix) any reference herein to any person shall be construed to include such person's successors and assigns, (x) the words "herein", "hereof" and "hereunder", and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, and (xi) any report, document, officer's certificate or any other instrument required to be delivered hereunder which does not conform to the requirements hereof at the time of delivery shall be deemed non-conforming and shall not relieve the person delivering such non-conforming report, document, officer's certificate or instrument from its obligations to deliver a conforming report, document, officer's certificate or instrument. Except as expressly stated in this Agreement, all references to any statute, rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under the statute) and to any section of any statute, rule or regulation include any successor to the section.

Other Definitional and Interpretive Provisions. 1.2.1 Unless otherwise defined herein, all terms defined in this Agreement shall have the same defined meanings when used in any certificate, report or other document made or delivered pursuant hereto. 1.2.2 As used in this Agreement unless the context otherwise requires, (i) words in the masculine or neuter gender include the masculine, feminine and neuter genders, (ii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa, (iii) the words "“include"”, "“includes" ” and "“including" ” shall be deemed to be followed with the phrase "“without limitation"”, (iiiiv) the word "“will" ” shall be construed to have the same meaning and effect as the word "“shall"”, (ivv) all references to Exhibits or Schedules refer to exhibits or schedules delivered herewith or attached hereto (each of which is deemed to be a part of this Agreement), (vvi) the headings of the several sections of this Agreement are included for convenience only and do not in any way affect the meaning or construction of any provision therein, (vii) all references to Sections or Articles refer to Sections or Articles of this Agreement, (viviii) all references to "“$" ” or "“dollars" ” refer to U.S. dollars, (viiix) any amount to be paid in "“$" ” or "“dollars" ” shall be paid in U.S. dollars, (viiix) references to a number of days shall refer to calendar days unless Business Days are otherwise specified, (xi) any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein), (ixxii) any reference herein to any person Person shall be construed to include such person's Person’s successors and assignsassigns to the extent permitted hereunder, and (xxiii) the words "“herein"”, "“hereof" ” and "“hereunder"”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, and (xi) any report, document, officer's certificate or any other instrument required to be delivered hereunder which does not conform to the requirements hereof at the time of delivery shall be deemed non-conforming and shall not relieve the person delivering such non-conforming report, document, officer's certificate or instrument from its obligations to deliver a conforming report, document, officer's certificate or instrument. Except as expressly stated in this Agreement, all references to any statute, rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under the statute) and to any section of any statute, rule or regulation include any successor to the section.

Other Definitional and Interpretive Provisions. 1.2.1 Unless otherwise defined herein, all terms defined in this Agreement shall have the same defined meanings when used in any certificate, report or other document made or delivered pursuant hereto. 1.2.2 As used in this Agreement unless the context otherwise requires, (i) words in the masculine or neuter gender include the masculine, feminine and neuter genders, (ii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa, (iii) the words "“include"”, "“includes" ” and "“including" ” shall be deemed to be followed with the phrase "“without limitation"”, (iiiiv) the word "“will" ” shall be construed to have the same meaning and effect as the word "“shall"”, (ivv) all references to Exhibits or Schedules refer to exhibits or schedules delivered herewith or attached hereto (each of which is deemed to be a part of this Agreement), (vvi) the table of contents and the headings of the several sections of this Agreement are included for convenience only and do not in any way affect the meaning or construction of any provision therein, (vii) all references to Sections or Articles refer to Sections or Articles of this Agreement, (viviii) all references to "“$" ” or "“dollars" ” refer to U.S. dollars, (viiix) any amount references to be paid in "$" or "dollars" a number of days shall be paid in U.S. dollarsrefer to calendar days unless Business Days are otherwise specified, (viii) any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (ixx) any reference herein to any person Person shall be construed to include such person's Person’s successors and assignsassigns to the extent permitted or authorized hereunder, and (xxi) the words "“herein"”, "“hereof" ” and "“hereunder"”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, and (xi) any report, document, officer's certificate or any other instrument required to be delivered hereunder which does not conform to the requirements hereof at the time of delivery shall be deemed non-conforming and shall not relieve the person delivering such non-conforming report, document, officer's certificate or instrument from its obligations to deliver a conforming report, document, officer's certificate or instrument. Except as expressly stated in this Agreement, all references to any statute, rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under the statute) and to any section of any statute, rule or regulation include any successor to the section.

Other Definitional and Interpretive Provisions. 1.2.1 Unless otherwise defined herein, all (a) All terms defined in this Agreement Agreement, the Exhibits and Schedules hereto shall have the same defined meanings when used in any certificateother Loan Documents, report or other document made or delivered pursuant heretounless the context shall require otherwise. 1.2.2 As (b) Except as otherwise expressly provided herein, all accounting terms not specifically defined or specified herein shall have the meanings generally attributed to such terms under GAAP, including applicable statements and interpretations issued by the Financial Accounting Standards Board and bulletins, opinions, interpretations and statements issued by the American Institute of Certified Public Accountants or its committees. All accounting terms used in §§7.5, 7.6, 7.7 and 7.8 shall, unless otherwise indicated, apply to K-Sea Transportation and its Subsidiaries on a consolidated basis. (c) All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders; the singular shall include the plural, and the plural shall include the singular. (d) The words "hereof," "herein" and "hereunder" and words of similar import when used in this Agreement unless the context otherwise requires, (i) words in the masculine or neuter gender include the masculine, feminine and neuter genders, (ii) the words "include", "includes" and "including" shall be deemed to be followed with the phrase "without limitation", (iii) the word "will" shall be construed to have the same meaning and effect as the word "shall", (iv) all references to Exhibits or Schedules refer to exhibits or schedules delivered herewith or attached hereto (each of which is deemed to be a part of this Agreement), (v) all references to Sections or Articles refer to Sections or Articles of this Agreement, (vi) all references to "$" or "dollars" refer to U.S. dollars, (vii) any amount to be paid in "$" or "dollars" shall be paid in U.S. dollars, (viii) any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (ix) any reference herein to any person shall be construed to include such person's successors and assigns, (x) the words "herein", "hereof" and "hereunder", and words of similar import, shall be construed to refer to this Agreement in its entirety as a whole and not to any particular provision hereofprovisions of this Agreement. (e) The preamble hereto is part of this Agreement. Titles of Sections in this Agreement are for convenience only, do not constitute part of this Agreement and (xi) any report, document, officer's certificate or any other instrument required to be delivered hereunder which does not conform to neither limit nor amplify the requirements hereof at the time provisions of delivery shall be deemed non-conforming and shall not relieve the person delivering such non-conforming report, document, officer's certificate or instrument from its obligations to deliver a conforming report, document, officer's certificate or instrument. Except as expressly stated in this Agreement, and all references in this Agreement to any statuteSections, rule Subsections, paragraphs, clauses, subclasses, Schedules or regulation are Exhibits shall refer to the statutecorresponding Section, rule Subsection, paragraph clause, subclause, Schedule or regulation Exhibit attached to this Agreement, unless specific reference is made to the articles, sections or other subdivisions or divisions of such Schedule or Exhibit to or in another document or instrument. (f) Subject at all times to §7.2, each definition of a document in this Agreement shall include such document as amended, modified, supplemented supplemented, restated, renewed or replaced extended from time to time. (g) Except where specifically restricted, reference to a party in a Loan Document includes that party and its successors and assigns permitted hereunder or under such Loan Document. (h) Unless otherwise specifically stated, whenever a time is referred to in this Agreement or in any other Loan Document, such time shall be the local time in Providence, Rhode Island and New York, New York. (and, i) Any list in this Agreement of one or more items preceded by the case of statutes, words "include any rules and regulations promulgated under the statute) and to any section of any statute, rule or regulation include any successor "including" shall not be deemed limited to the sectionstated items but shall be deemed without limitation.

Other Definitional and Interpretive Provisions. 1.2.1 Unless otherwise defined herein, all (i) All terms defined in this Agreement Agreement, the Exhibits and Schedules hereto shall have the same defined meanings when used in any certificatethe Notes, report or other document made or delivered pursuant heretounless the context shall require otherwise. 1.2.2 As (ii) All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders; the singular shall include the plural, and the plural shall include the singular. (iii) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement unless the context otherwise requires, (i) words in the masculine or neuter gender include the masculine, feminine and neuter genders, (ii) the words "include", "includes" and "including" shall be deemed to be followed with the phrase "without limitation", (iii) the word "will" shall be construed to have the same meaning and effect as the word "shall", (iv) all references to Exhibits or Schedules refer to exhibits or schedules delivered herewith or attached hereto (each of which is deemed to be a part of this Agreement), (v) all references to Sections or Articles refer to Sections or Articles of this Agreement, (vi) all references to "$" or "dollars" refer to U.S. dollars, (vii) any amount to be paid in "$" or "dollars" shall be paid in U.S. dollars, (viii) any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (ix) any reference herein to any person shall be construed to include such person's successors and assigns, (x) the words "herein", "hereof" and "hereunder", and words of similar import, shall be construed to refer to this Agreement in its entirety as a whole and not to any particular provision hereofprovisions of this Agreement. (iv) The preamble hereto is part of this Agreement. Titles of Section s in this Agreement are for convenience only, do not constitute part of this Agreement and (xi) any report, document, officer's certificate or any other instrument required to be delivered hereunder which does not conform to neither limit nor amplify the requirements hereof at the time provisions of delivery shall be deemed non-conforming and shall not relieve the person delivering such non-conforming report, document, officer's certificate or instrument from its obligations to deliver a conforming report, document, officer's certificate or instrument. Except as expressly stated in this Agreement, and all references in this Agreement to any statuteSection s, rule SubSection s, paragraphs, clauses, subclasses, Schedules or regulation are Exhibits shall refer to the statutecorresponding Section , rule SubSection , paragraph clause, subclause, Schedule or regulation Exhibit attached to this Agreement, unless specific reference is made to the articles, Section s or other subdivisions or divisions of such Schedule or Exhibit to or in another document or instrument. (v) Each definition of a document in this Agreement shall include such document as amended, modified, supplemented supplemented, restated, renewed or replaced extended from time to time. (vi) Except where specifically restricted, reference to a party includes that party and its successors and assigns permitted hereunder. (vii) Unless otherwise specifically stated, whenever a time is referred to in this Agreement or in any other Loan Document, such time shall be the local time in Boston, Massachusetts. (and, viii) Any list in this Agreement of one or more items preceded by the case of statutes, words “include any rules and regulations promulgated under the statute) and to any section of any statute, rule or regulation include any successor “including” shall not be deemed limited to the sectionstated items but shall be deemed without limitation.

Other Definitional and Interpretive Provisions. 1.2.1 Unless otherwise defined herein(a) As used herein and in the other Loan Documents, all terms defined in this Agreement shall have the same defined meanings when used in and any certificate, report certificate or other document made or delivered pursuant hereto. 1.2.2 As used in this Agreement unless the context otherwise requireshereto or thereto, (i) words accounting terms relating to the Company not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the masculine or neuter gender include extent not defined, shall have the masculine, feminine and neuter gendersrespective meanings given to them under GAAP, (ii) the words "“include", ",” “includes" ” and "“including" ” shall be deemed to be followed with by the phrase "“without limitation", ,” (iii) the word "will" “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (iv) the words “asset” and “property” Table of Contents shall be construed to have the same meaning and effect as the word "shall", (iv) all references and to Exhibits or Schedules refer to exhibits or schedules delivered herewith or attached hereto (each of which is deemed to be a part of this Agreement)any and all tangible and intangible assets and properties, including cash, Capital Stock, securities, revenues, accounts, leasehold interests and contract rights, (v) all references to Sections agreements or Articles other Contractual Obligations shall, unless otherwise specified, be deemed to refer to Sections such agreements or Articles of this AgreementContractual Obligations as amended, supplemented, restated or otherwise modified from time to time, (vi) all references to "$" or "dollars" refer to U.S. dollars, (vii) any amount to be paid in "$" or "dollars" shall be paid in U.S. dollars, (viii) any definition of or reference to any agreementlaw or regulation herein shall, instrument or other document shall be construed as referring unless otherwise specified, refer to such agreementlaw or regulation as amended, instrument modified or other document as supplemented from time to time amended, supplemented or otherwise modified and (subject to any restrictions on such amendments, supplements or modifications set forth herein), (ixvii) any reference herein to any person Person shall be construed to include such person's Person’s successors and assigns. (b) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time. Notwithstanding anything to the contrary contained herein, all financial statements delivered hereunder shall be prepared, without giving effect to any election under Statement of Financial Accounting Standards 159 (xor any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof. (c) The words "“hereof,” “herein", "hereof" ” and "“hereunder", ” and words of similar import, when used in this Agreement, shall be construed to refer to this Agreement in its entirety as a whole and not to any particular provision hereofof this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified. (d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. (e) The word “or” or “and/or” as among several clauses is not exclusive unless the context otherwise requires. (f) Any Default or Event of Default that occurs and is continuing solely as a result of a failure of the Company to provide to the Administrative Agent or a Lender Party a notice, a report, a budget, a certificate, financial statements or a similar written deliverable (collectively, a “Reporting Deliverable”) prior to the date set forth herein with respect thereto or the expiration of the time period specified for the delivery of such Reporting Deliverable shall be deemed to be cured upon delivery of such Reporting Deliverable to the applicable Agent or such Lender Party, as applicable, notwithstanding that the time period for delivery of such Reporting Deliverable shall have expired or passed. (g) For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (i) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (xiii) if any reportnew Person comes into existence, document, officer's certificate or any other instrument required to be delivered hereunder which does not conform to the requirements hereof at the time of delivery such new Person shall be deemed non-conforming and shall not relieve to have been organized on the person delivering first date of its existence by the holders of its Capital Stock at such non-conforming report, document, officer's certificate or instrument from its obligations to deliver a conforming report, document, officer's certificate or instrument. Except as expressly stated in this Agreement, all references to any statute, rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under the statute) and to any section of any statute, rule or regulation include any successor to the sectiontime.

Other Definitional and Interpretive Provisions. 1.2.1 Unless (i) Except as otherwise defined specified herein, all terms defined in this Agreement shall have the same defined meanings when used in references herein (A) to any certificatePerson, report other than either Borrower or other document made or delivered pursuant hereto. 1.2.2 As used in this Agreement unless the context otherwise requireseither Guarantor, (i) words in the masculine or neuter gender include the masculine, feminine and neuter genders, (ii) the words "include", "includes" and "including" shall be deemed to be followed include such Person's successors, transferees and assignees, but only, in the case of transferees and assignees of the Banks, to the extent the applicable transfer or assignment complies with the phrase "without limitation", (iii) the word "will" shall be construed to have the same meaning and effect as the word "shall", (iv) all references to Exhibits or Schedules refer to exhibits or schedules delivered herewith or attached hereto (each of which is deemed to be a part of this Agreement), (v) all references to Sections or Articles refer to Sections or Articles provisions of this Agreement, (viB) all to either Borrower or either Guarantor shall be deemed to include such Person's successors, (C) to any Applicable Law specifically defined or referred to herein shall be deemed references to "$" such Applicable Law as the same may be amended or "dollars" refer to U.S. dollars, (vii) any amount to be paid in "$" or "dollars" shall be paid in U.S. dollars, (viii) any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as supplemented from time to time time, and (D) to any Contract defined or referred to herein shall be deemed references to such Contract (and, in the case of any instrument, any other instrument issued in substitution therefor) as the terms thereof may have been or may be amended, supplemented supplemented, waived or otherwise modified from time to time. (subject to any restrictions on such amendmentsii) When used in this Agreement, supplements or modifications set forth herein), (ix) any reference herein to any person shall be construed to include such person's successors and assigns, (x) the words "herein", "hereof" and "hereunder", " and words of similar import, import shall be construed to refer to this Agreement in its entirety as a whole and not to any particular provision hereof, and (xi) any report, document, officer's certificate section or any other instrument required to be delivered hereunder which does not conform to the requirements hereof at the time subsection of delivery shall be deemed non-conforming and shall not relieve the person delivering such non-conforming report, document, officer's certificate or instrument from its obligations to deliver a conforming report, document, officer's certificate or instrument. Except as expressly stated in this Agreement, all references and "Schedule" and "Exhibit" shall refer to any statutesections and subsections of, rule and Schedules and Exhibits to, this Agreement unless otherwise specified. (iii) Whenever the context so requires, when used in this Agreement the neuter gender includes the masculine or regulation feminine, and the singular number includes the plural, and vice versa. (iv) The words "includes" and "including" when used herein are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under the statute) and to any section of any statute, rule or regulation include any successor to the sectionnot limiting.

Other Definitional and Interpretive Provisions. 1.2.1 Unless otherwise defined herein(a) As used herein and in the other Credit Documents, all terms defined in this Agreement shall have the same defined meanings when used in and any certificate, report certificate or other document made or delivered pursuant hereto. 1.2.2 As used in this Agreement unless the context otherwise requireshereto or thereto, (i) words accounting terms relating to any Obligor not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the masculine or neuter gender include extent not defined, shall have the masculine, feminine and neuter gendersrespective meanings given to them under GAAP, (ii) the words "“include", ",” “includes" ” and "“including" ” shall be deemed to be followed with by the phrase "“without limitation", ,” (iii) the word "will" “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (iv) the words “asset” and “property” shall be construed to have the same meaning and effect as the word "shall", (iv) all references and to Exhibits or Schedules refer to exhibits or schedules delivered herewith or attached hereto (each of which is deemed to be a part of this Agreement)any and all tangible and intangible assets and properties, including cash, Equity Interest, securities, revenues, accounts, leasehold interests and contract rights, and (v) all references to Sections agreements or Articles other Contractual Obligations shall, unless otherwise specified, be deemed to refer to Sections such agreements or Articles Contractual Obligations as amended, supplemented, restated or otherwise modified from time to time. (b) Except as otherwise expressly provided herein, all terms of this Agreement, (vi) all references to "$" an accounting or "dollars" refer to U.S. dollars, (vii) any amount to be paid in "$" or "dollars" shall be paid in U.S. dollars, (viii) any definition of or reference to any agreement, instrument or other document financial nature shall be construed in accordance with GAAP, as referring to such agreement, instrument or other document as in effect from time to time amendedtime. Notwithstanding anything to the contrary contained herein, supplemented or otherwise modified (subject all financial statements delivered hereunder shall be prepared, without giving effect to any restrictions on such amendments, supplements election under Statement of Financial Accounting Standards 159 (or modifications set forth any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof. (c) The words “hereof,” “herein), (ix) any reference herein to any person shall be construed to include such person's successors ” and assigns, (x) the words "herein", "hereof" and "“hereunder", ” and words of similar import, when used in this Agreement, shall be construed to refer to this Agreement in its entirety as a whole and not to any particular provision hereofof this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified. (xid) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. (e) The word “or” as among several clauses is not exclusive unless the context otherwise requires. (f) Any Default or Event of Default that occurs and is continuing solely as a result of a failure of any Obligor to provide to the Administrative Agent, the Collateral Agent, the Depositary Agent, a Lender Party or a FRN Holder a notice, a report, documenta budget, officer's certificate a certificate, financial statements or any other instrument required to be delivered hereunder which does not conform a similar written deliverable (collectively a “Reporting Deliverable”) prior to the requirements hereof at date set forth herein with respect thereto or the expiration of the time period specified for the delivery of delivery such Reporting Deliverable shall be deemed non-conforming and shall not relieve the person delivering to be cured upon delivery of such non-conforming report, document, officer's certificate or instrument from its obligations to deliver a conforming report, document, officer's certificate or instrument. Except as expressly stated in this Agreement, all references to any statute, rule or regulation are Reporting Deliverable to the statuteAdministrative Agent, rule the Collateral Agent, the Depositary Agent, such Lender Party or regulation such FRN Holder, as amendedapplicable, modified, supplemented notwithstanding that the time period for delivery of such Reporting Deliverable shall have expired or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under the statute) and to any section of any statute, rule or regulation include any successor to the sectionpassed.

Other Definitional and Interpretive Provisions. 1.2.1 (a) Unless otherwise defined hereinspecified therein, all terms defined in this Agreement shall have the same defined meanings when used in the other Loan Documents or any certificate, report certificate or other document made or delivered pursuant heretohereto or thereto. 1.2.2 (b) As used herein and in this Agreement unless the context otherwise requiresother Loan Documents, and in any certificate or other document made or delivered pursuant hereto or thereto, (i) words accounting terms relating to any Group Member not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the masculine or neuter gender include extent not defined, shall have the masculine, feminine and neuter gendersrespective meanings given to them under GAAP, (ii) the words "“include", ",” “includes" ” and "“including" ” shall be deemed to be followed with by the phrase "“without limitation", ,” (iii) the word "“incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (iv) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, Capital Stock, securities, revenues, accounts, leasehold interests and contract rights, (v) references to a given time of day shall, unless otherwise specified, be deemed to refer to Pacific time, and (vi) references to agreements (including this Agreement) or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual Obligations as amended, supplemented, restated, amended and restated or otherwise modified from time to time. (c) The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement, unless otherwise specified. The word “will" ” shall be construed to have the same meaning and effect as the word "“shall".” Unless the context requires otherwise, (iv) all references to Exhibits or Schedules refer to exhibits or schedules delivered herewith or attached hereto (each of which is deemed to be a part of this Agreement), (v) all references to Sections or Articles refer to Sections or Articles of this Agreement, (vi) all references to "$" or "dollars" refer to U.S. dollars, (vii) any amount to be paid in "$" or "dollars" shall be paid in U.S. dollars, (viii) any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (ixi) any reference herein to any person Person shall be construed to include such person's Person’s successors and assigns, (xii) the words "herein"unless otherwise specified, "hereof" all references herein to Articles, Sections, Exhibits and "hereunder", and words of similar import, Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement in its entirety and not to any particular provision hereofAgreement, and (xiiii) any report, document, officer's certificate or any other instrument required to be delivered hereunder which does not conform to the requirements hereof at the time of delivery shall be deemed non-conforming and shall not relieve the person delivering such non-conforming report, document, officer's certificate or instrument from its obligations to deliver a conforming report, document, officer's certificate or instrument. Except as expressly stated in this Agreement, all references reference to any statute, rule law or regulation are herein shall, unless otherwise specified, refer to the statute, rule such law or regulation as amended, modified, modified or supplemented or replaced from time to time time. (andd) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. (e) Any reference in any Loan Document to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a Division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a Division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale or transfer, or similar term, as applicable, to, of or with a separate Person. Any Division of a limited liability company shall constitute a separate Person under the Loan Documents (and each Division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity) on the first date of its existence. In connection with any Division, if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then such asset shall be deemed to have been transferred from the original Person to the subsequent Person. (f) In the event that any Indebtedness, Lien, Restricted Payment, Investment or payment with respect to Subordinated Indebtedness meets the criteria of more than one of the categories described in Sections 7.2, 7.3, 7.6, 7.7 or 7.18, respectively, the Borrower, in its sole discretion, may elect to classify or reclassify such Indebtedness, Lien, Restricted Payment, Investment or payment with respect to Subordinated Indebtedness, as the case may be (or any portion thereof), and will only be required to include the amount and type of statutessuch Indebtedness, include any rules and regulations promulgated under Lien, Restricted Payment, Investment or payment with respect to Subordinated Indebtedness, as the statute) and case may be, being so reclassified in the permitted category of Indebtedness, Lien, Restricted Payment, Investment or payment with respect to any section of any statuteSubordinated Indebtedness, rule as the case may be, to which such Indebtedness, Lien, Restricted Payment, Investment or regulation include any successor payment with respect to the sectionSubordinated Indebtedness is being reclassified.