Common use of Interpretation Clause in Contracts

Interpretation. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “or” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument, or other document herein 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 or therein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (c) any reference herein to any Person shall be construed to include the Person’s successors and assigns, (d) the words “herein”, “hereof”, and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, (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (f) all references herein to Articles, Sections, Exhibits, or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Schedules of this Agreement.

Interpretation. Whenever Except where the context may requireexpressly requires otherwise, (a) the use of any pronoun gender herein shall be deemed to encompass references to either or both genders, and the use of the singular shall be deemed to include the corresponding masculineplural (and vice versa), feminine, and neuter forms. The (b) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The , (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “or” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (ad) any definition of or reference to any agreement, instrument, instrument or other document herein shall be construed as referring to such agreement, instrument, instrument or other document as from time to time amended, supplemented, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, supplements or modifications set forth herein or thereinherein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (ce) any reference herein to any Person person or entity shall be construed to include the Personsuch person’s or entity’s successors and assigns, (df) 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, (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (fg) all references herein to Articles, Sections, Exhibits, Sections or Schedules Exhibits shall be construed to refer to Articles, Sections, Exhibits, and Schedules Sections or Exhibits of this Agreement, and references to this Agreement include all Exhibits hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement, (i) provisions that require that a Party, the Parties or any committee hereunder “agree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise (but excluding e-mail and instant messaging), (j) references to any specific law, rule or regulation, or article, section or other division thereof, shall be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof, and (k) the term “or” shall be interpreted in the inclusive sense commonly associated with the term “or”. The headings of clauses contained in this Agreement preceding the text of the sections, subsections and paragraphs hereof are inserted solely for convenience and ease of reference only and shall not constitute any part of this Agreement or have any effect on its interpretation or construction. Ambiguities and uncertainties in this Agreement, if any, shall not be interpreted against any Party, irrespective of which Party may be deemed to have caused the ambiguity or uncertainty to exist. This Agreement has been prepared in the English language, and the English language shall control its interpretation. In addition, all notices required or permitted to be given hereunder, and all written, electronic, oral, or other communications between the Parties regarding this Agreement shall be in the English language. To the extent there is any inconsistency or conflict between the terms and conditions of this Agreement and any Research Plan, the terms and conditions of this Agreement will prevail.

Interpretation. Whenever For purposes of this Agreement, the following rules of interpretation shall apply, except to the extent otherwise expressly provided or the context may requireotherwise requires: (i) any reference to “$” shall mean U.S. dollars; (ii) references to “Exhibit,” “Annex,” “Appendix,” “Article,” “Section” or “Sections” in this Agreement refer to the corresponding exhibit, annex, article, section or sections, respectively, of this Agreement; (iii) all exhibits, appendices, and annexes attached hereto or referred to herein, are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any pronoun exhibit, appendix, annex but not otherwise respectively defined therein shall be defined as set forth in this Agreement; (iv) the headings and captions of each exhibit, appendix, annex, article and section in this Agreement, are provided for convenience only and shall not affect the construction or interpretation of this Agreement; (v) any reference to gender shall include all genders, and words imparting the singular number only shall include the corresponding masculine, feminine, plural and neuter forms. The vice versa; (vi) the words such as “include”, herein,” “includeshereof,” “hereunder” and “includingherewith” shall be deemed in this Agreement refer to be followed by the phrase “without limitation”. The word “will” shall be construed this Agreement as a whole and not merely to have the same meaning and effect as a subdivision in which such words appear; (vii) the word “shall”. The word including” or any variation thereof means “orincluding, without limitation” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument, or other document herein 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 or therein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (c) any reference herein to any Person shall be construed to include the Person’s successors and assigns, (d) 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 limit any particular provision hereof, (e) any reference herein general statement that it follows to the words “mutually agree” specific or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto related items or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (f) all references herein to Articles, Sections, Exhibits, or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Schedules of this Agreementmatters immediately following it.

Interpretation. Whenever In this Agreement, unless a clear contrary intention appears: (i) the singular number includes the plural number and vice versa; (ii) reference to any gender includes each other gender; (iii) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision; (iv) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually; provided that nothing in this clause (iv) is intended to authorize any assignment not otherwise permitted by this Agreement; (v) except as expressly provided to the contrary herein, reference to any agreement, document or instrument (including this Agreement) means such agreement, document or instrument as amended, supplemented or modified, or extended, renewed, refunded, substituted or replaced, and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof, and reference to any Note or other note or Indebtedness or other indebtedness includes any note or indebtedness issued pursuant hereto in extension or renewal or refunding thereof or in substitution or replacement therefor; (vi) unless the context may requireindicates otherwise, reference to any pronoun shall include Article, Section, Schedule or Exhibit means such Article or Section hereof or such Schedule or Exhibit hereto; (vii) the corresponding masculine, feminine, word “including” (and neuter forms. The words with correlative meaning “include”) means including, without limiting the generality of any description preceding such term; (viii) with respect to the determination of any period of time, except as expressly provided to the contrary, the word “includesfrom” means “from and including” and the word “to” means “to but excluding”; (ix) reference to any law, rule or regulation means such as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time; and (x) the words “asset” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “willproperty” shall be construed to have the same meaning and effect as the word “shall”. The word “or” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (a) any definition of or reference refer to any agreement, instrument, or other document herein 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 or therein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (c) any reference herein to any Person shall be construed to include the Person’s successors and assigns, (d) the words “herein”, “hereof”, all tangible and “hereunder”, intangible assets and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (f) all references herein to Articles, Sections, Exhibits, or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Schedules of this Agreementproperties.

Interpretation. Whenever the context may require, any pronoun shall include the corresponding masculine, feminineThe captions and headings to this Agreement are for convenience only, and neuter formsare to be of no force or effect in construing or interpreting any of the provisions of this Agreement. The Unless specified to the contrary, references to Articles, Sections or Exhibits mean the particular Articles, Sections or Exhibits to this Agreement and references to this Agreement include all Exhibits hereto. In the event of any conflict between the main body of this Agreement and any Exhibit hereto, the main body of this Agreement shall prevail. Unless context otherwise clearly requires, whenever used in this Agreement: (a) the words “include”, “includes” and or “including” shall be deemed to be followed by the phrase construed as incorporating, also, “but not limited to” or “without limitation”. The word “will;” shall be construed to have the same meaning and effect as (b) the word “shall”. The word day” or “oryear” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions means a calendar day or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument, or other document herein shall be construed as referring to such agreement, instrument, or other document as from time to time amended, supplemented, or year unless otherwise modified (subject to any restrictions on such amendments, supplements, or modifications set forth herein or therein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, specified; (c) any reference herein to any Person the word “notice” shall be construed to mean notice in writing (whether or not specifically stated) and shall include the Person’s successors notices, consents, approvals and assigns, other written communications contemplated under this Agreement; (d) the words “hereof,” “herein”, ,” “hereof”, hereby” and “hereunder”, and derivative or similar words of similar import, shall be construed to refer to this Agreement in its entirety as a whole and not merely to any the particular provision hereof, in which such words appear; (e) any reference herein to the words “mutually shall” and “will” have interchangeable meanings for purposes of this Agreement; (f) the word “or” shall have the inclusive meaning commonly associated with “and/or”; (g) provisions that require that a Party, the Parties or a committee hereunder “agree,” “consent” or “mutual approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement” shall not impose , letter, approved minutes or otherwise; (h) words of any obligation on either Party to agree gender include the other gender; (i) words using the singular or plural number also include the plural or singular number, respectively; (j) references to any terms relating specific law, rule or regulation, or article, section or other division thereof, shall be deemed to include the then-current amendments thereto or to engage in discussions relating to such terms except as such any replacement law, rule or regulation thereof; (k) neither Party may determine in such Party’s sole discretion, and (f) all references herein to Articles, Sections, Exhibits, or Schedules its Affiliates shall be construed deemed to refer to Articles, Sections, Exhibits, and Schedules of this Agreementbe acting “under authority of” the other Party.

Interpretation. The definitions of the terms herein apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall will include the corresponding masculine, feminine, feminine and neuter forms. The words “include”, “includes” and “including” shall will be deemed to be followed by the phrase “without limitation”. The word “will.” shall be construed to have the same meaning and effect as the word “shall”. The word “or” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument, instrument or other document herein shall will be construed as referring to such agreement, instrument, instrument or other document as from time to time amended, supplemented, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, supplements or modifications set forth herein or therein), (b) any reference to any laws Laws herein shall will be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, such Laws as they from time to time may be enacted, repealed, repealed or amended, (c) any reference herein to any Person shall will be construed to include the Person’s successors and assigns, (d) the words “herein”, “hereof”, ” and “hereunder”, and words of similar import, shall will be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall will not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, except as expressly provided in this Agreement, (f) as applied to a Party, the word “will” shall be construed to have the same meaning and effect as the word “shall,” and (fg) all references herein without a reference to any other agreement to Articles, Sections, Exhibits, Exhibits or Schedules shall will be construed to refer to Articles, Sections, Exhibits, Exhibits and Schedules of this Agreement.

Interpretation. Whenever (a) In this Agreement, unless the context may requirecontrary intention appears: (i) a reference to this Agreement or another instrument includes any variation or replacement of them; (ii) the singular includes the plural and vice versa; (iii) the word “person” includes a firm, any pronoun shall include a body corporate, an unincorporated association, or an authority; (iv) a reference to one gender includes all genders; (v) a reference to a person includes a reference to the corresponding masculineperson’s executors, feminineadministrators, successors, substitutes (including persons taking by novation) and neuter forms. The words “include”assigns; (vi) an agreement, representation, or warranty on the part of, or in favour of, two or more persons binds, or is for the benefit of them, jointly and severally; (vii) a provision must not be construed against a party only because that party prepared it; and (viii) mentioning anything after “includes” and or “including” shall will not limit what else might be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “or” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument, or other document herein 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 or therein), included. (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (c) any reference herein to any Person shall be construed to include the Person’s successors and assigns, (d) the words “herein”, “hereof”, and “hereunder”, and words of similar import, shall be construed to refer to Headings in this Agreement in its entirety are inserted for convenience and do not to any particular provision hereof, (e) any reference herein to affect the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (f) all references herein to Articles, Sections, Exhibits, or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Schedules interpretation of this Agreement. (c) A reference to a law, ordinance, code, rule(s) or mandatory guideline includes regulations and other instruments under, and consolidations, amendments, re-enactments, extensions or replacements of that statute, ordinance, code, rule(s) or guideline. (d) Where the application of a term of this Agreement is inconsistent with a provision of an Energy Law, then to the extent permitted by that Energy Law, that term will prevail. Otherwise, that term will be read down or modified so that it applies in a manner which is consistent with the relevant provision of that Energy Law (as that provision applies in those circumstances) or, if that is not possible, that term (or relevant part) will be severed in accordance with clause 13.5. (e) Where AGL is required by this Agreement to determine an amount payable by the Customer with reference to a charge, liability, cost, expense, or penalty: (i) a Notice from AGL as to the amount payable is prima facie evidence of the amount payable and final and binding unless rebutted by the Customer; and (ii) AGL may take into account the tax deductibility of any such charge, liability, cost, expense or penalty and the assessable nature of any related amount the Customer pays or owes to AGL.

Interpretation. Whenever Unless the context may requireof the Agreement otherwise requires: (a) the headings contained in the Agreement are used solely for convenience and do not constitute a part of the Agreement between the Parties, nor should they be used to aid in any pronoun manner to construe or interpret the Agreement; (b) the gender of all words used herein shall include the corresponding masculine, feminine, feminine and neuter forms. The and the number of all words shall include the singular and plural words; (c) the terms “includehereof”, “includesherein” “hereto” and “including” shall be deemed similar words refer to be followed by the phrase “without limitation”. The word “will” shall be construed this entire Agreement and not to have the same meaning and effect as the word “shall”. The word “or” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions any particular Article, Section, Appendix, Attachment, Exhibit or headings any other subdivision of the sections Agreement; (d) references to “Article”, “Section”, “Appendix”, “Attachment” or other subdivisions hereof “Exhibit” are inserted only as a matter of convenience or for reference and shall have no effect on to the meaning of the provisions hereof. Unless the context requires Agreement unless specified otherwise, ; (ae) any definition of or reference to any agreement“the Agreement”, instrumentan Appendix, Attachment, or Exhibit hereto or any other agreement or document herein shall be construed as referring a reference to such agreement, instrument, agreement or other document as from time to time the same may be amended, supplementedmodified, supplemented or otherwise modified (subject to any restrictions on such amendmentsrestated, supplements, or modifications set forth herein or therein), (b) any and shall include a reference to any laws herein shall be construed as referring document which amends, modifies, supplements or restates, or is entered into, made or given pursuant to or in accordance with its terms; (f) references to any law, statute, rule, regulation, ordinancenotification or statutory provision (including Applicable Laws and Governmental Authorizations) shall be construed as a reference to the same as it may have been, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they may from time to time may be enactedbe, repealed, or amended, modified or reenacted; (cg) any reference herein references to any Person or Party shall be construed as a reference to include the such Person’s or Party’s successors and permitted assigns; and (h) references to “includes,” “including” and similar phrases shall mean “including, (d) without limitation.” The Parties collectively have prepared the words “herein”, “hereof”Agreement, and “hereunder”, and words none of similar import, the provisions hereof shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) any reference herein to against one Party on the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as ground that such Party may determine in such Party’s sole discretion, and (f) all references herein to Articles, Sections, Exhibits, is the author of the Agreement or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Schedules of this Agreementany part hereof.

Interpretation. Unless the context otherwise clearly requires: (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined; (b) Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, feminine and neuter forms. ; (c) The words “"include”", “"includes” " and “"including” " shall be deemed to be followed by the phrase “"without limitation”. "; (d) The word “"will” " shall be construed to have the same meaning and effect as the word “"shall”. The word “or” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, "; (ae) any definition of or reference to any agreement, instrument, or other document herein 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 or therein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (c) any Any reference herein to any Person, or to any Person in a specified capacity, shall be construed to include the such Person’s 's successors and assignsassigns or such Person's successors in such capacity, as the case may be; (df) the The words “"herein”", “"hereof”, ” and “"hereunder”", and words of similar import, shall be construed to refer to this Direct Agreement in its entirety and not to any particular provision hereof, ; (eg) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (f) all All references herein to Articles, Sections, Exhibits, or Sections and Schedules shall be construed to refer to Articles, Sections, Exhibits, Sections of and Schedules to this Direct Agreement. Any Schedules to this Direct Agreement are an integral part hereof. The provisions of this Direct Agreement shall prevail over the provisions of any Schedules to the extent of any inconsistency; (h) The headings used in this Direct Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Direct Agreement; (i) References herein to this Direct Agreement or to any other agreement or document relating to the Project includes a reference to this Direct Agreement, or, as the case may be, such other agreement or document as amended from time to time; and (j) Winding-up", "liquidation", "dissolution", "insolvency", "adjustment" or "reorganization" of a Person and references to the "liquidator", "assignee", "administrator", "receiver", "custodian", "conservator" "sequestrator" or "trustee" of a Person shall be construed so as to include any equivalent or analogous proceedings or, as the case may be, insolvency representatives or officers under the law of the jurisdiction in which such Person is incorporated, organized or constituted or any jurisdiction in which such Person or, as the case may be, insolvency representative or officer carries on business including the seeking of winding up, liquidation, dissolution, reorganization, administration, arrangement, adjustment or relief of debtors.

Interpretation. Whenever (a) Unless the context may requireof this Agreement otherwise requires: (i) the heading references herein and in the table of contents hereto are for convenience purposes only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any pronoun shall of the provisions hereof; (ii) (A) words of any gender include each other gender and neuter form; (B) words using the singular or plural number also include the corresponding masculineplural or singular number, femininerespectively; (C) derivative forms of defined terms will have correlative meanings; (D) the terms “hereof”, “herein”, “hereby”, “hereto”, “herewith”, “hereunder” and neuter forms. The derivative or similar words refer to this entire Agreement; (E) the terms “Article”, “Section” and “Exhibit” refer to the specified Article, Section or Exhibit of this Agreement and references to “subparagraphs” or “clauses” shall be to separate subparagraphs or clauses of the Section or subsection in which the reference occurs; (F) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have ; and (G) the same meaning and effect as the word “shall”. The word “or” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall disjunctive but not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, exclusive; (aiii) any definition of law defined or reference referred to in this Agreement or in any agreement, instrument, agreement or other document instrument that is referred to herein shall be construed as referring to means such agreement, instrument, or other document law as from time to time amended, modified or supplemented, or otherwise modified including (subject in the case of statutes) by succession of comparable successor laws and the related regulations thereunder and published interpretations thereof, and references to any restrictions on such amendments, supplements, contract or modifications set forth herein instrument are to that contract or therein), (b) any reference to any laws herein shall be construed instrument as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enactedamended, repealedmodified or supplemented; (iv) references to any federal, state, local, or amended, foreign statute or law shall include all regulations promulgated thereunder; and (cv) any reference herein references to any Person shall be construed include references to include the such Person’s successors and permitted assigns. (b) The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent. The parties hereto acknowledge that each party hereto and its attorney has reviewed and participated in the drafting of this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party, (d) or any similar rule operating against the words “herein”, “hereof”, and “hereunder”, and words drafter of similar importan agreement, shall not be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) any reference herein applicable to the words “mutually agree” construction or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (f) all references herein to Articles, Sections, Exhibits, or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Schedules interpretation of this Agreement. (c) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. (d) When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end on the next succeeding Business Day. (e) The phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. (f) The term “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. (g) Any Person shall be deemed to “beneficially own”, to have “beneficial ownership” of, or to be “beneficially owning” any securities (which securities shall also be deemed “beneficially owned” by such Person) that such Person is deemed to “beneficially own” within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act.

Interpretation. Whenever Except where the context may requireexpressly requires otherwise, (a) the use of any pronoun shall gender herein will be deemed to encompass references to either or both genders, and the use of the singular will be deemed to include the corresponding masculineplural (and vice versa), feminine, and neuter forms. The (b) the words “include”, ,” “includes” and “including” shall will be deemed to be followed by the phrase “without limitation”. The ,” (c) the word “will” shall will be construed to have the same meaning and effect as the word “shall”. The word “or,” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (ad) any definition of or reference to any agreement, instrument, instrument or other document herein shall will be construed as referring to such agreement, instrument, instrument or other document as from time to time amended, supplemented, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, supplements or modifications set forth herein or thereinherein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (ce) any reference herein to any Person shall will be construed to include the Person’s successors and assigns, (df) the words “herein”, ,” “hereof”, ” and “hereunder”, ,” and words of similar import, shall will be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (fg) all references herein to Articles, Sections, Exhibits, Schedules or Schedules shall Exhibits will be construed to refer to Articles, Sections, Exhibits, and Schedules or Exhibits of this Agreement, and references to this Agreement include all Schedules and Exhibits hereto, (h) provisions that require that a Party, the Parties or any committee hereunder “agree,” “consent” or “approve” or the like will require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes, e-mail or otherwise (but excluding text messaging or instant messaging), (i) references to any specific law, rule or regulation, or article, section or other division thereof, will be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof, (j) any action or occurrence deemed to be effective as of a particular date will be deemed to be effective as of 11:59 PM ET on such date and (k) the term “or” will be interpreted in the inclusive sense commonly associated with the term “and/or.”

Interpretation. Unless otherwise expressly provided, for the purposes of this Agreement, the following rules of interpretation shall apply: (a) The section and sub-section headings contained in this Agreement are for convenience of reference only and will not affect in any way the meaning or interpretation hereof. (b) When a reference is made in this Agreement to a section, paragraph or clause, such reference will be to a section, paragraph or clause hereof unless otherwise clearly indicated to the contrary. (c) Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words “include”, ,” “includes” and or “including” shall are used in this Agreement, they will be deemed to be followed by the phrase words “without limitation.”. (d) The word words “hereof,” “herein” and “herewith” and words of similar import will” shall , unless otherwise stated, be construed to have the same meaning and effect as the word “shall”. The word “or” shall be construed refer to have the same meaning and effect as “and/or”. This this Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter whole and not to any particular provision of convenience this Agreement. (e) The meaning assigned to each term defined herein will be equally applicable to both the singular and the plural forms of such term, and words denoting any gender will include all genders. Where a word or for reference and shall phrase is defined herein, each of its other grammatical forms will have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, a corresponding meaning. (af) any definition of or A reference to any agreementperiod of days will be deemed to be to the relevant number of calendar days, instrumentunless otherwise specified. (g) The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, or other document herein shall this Agreement will be construed as referring if drafted jointly by the Parties, and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any provisions hereof. (h) Any statute or rule defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument, statute or other document rule as from time to time amended, modified or supplemented, including by succession of comparable successor statutes or otherwise modified (subject rules and references to any restrictions on such amendments, supplements, or modifications set forth herein or all attachments thereto and instruments incorporated therein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (c) any reference herein to any Person shall be construed to include the Person’s successors and assigns, (d) 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, (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (f) all references herein to Articles, Sections, Exhibits, or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Schedules of this Agreement.

Interpretation. Whenever In each Transaction Agreement, unless otherwise specified or where the context may requireotherwise requires: (a) the Section and paragraph headings contained in such Transaction Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of such Transaction Agreement; (b) a reference to a Preamble is to the relevant Preamble to such Transaction Agreement, to a Recital is to the relevant Recital to such Transaction Agreement, to a Section is to the relevant Section of such Transaction Agreement, to an Exhibit is to the relevant Exhibit to such Transaction Agreement, a reference to a Schedule is to the relevant Schedule of such Transaction Agreement and to an Annex is to the relevant Annex to such Transaction Agreement; (c) words importing any pronoun gender shall include other genders; (d) words importing the singular only shall include the corresponding masculine, feminine, plural and neuter forms. The vice versa; (e) the words “include”, “includes” and or “including” shall be deemed to be followed by the phrase words “without limitation”. The word ; (f) the words “willhereof”, “herein”, “hereunder” shall and “herewith” and words of similar import shall, unless otherwise stated, be construed to have the same meaning and effect as the word “shall”. The word “or” shall be construed refer to have the same meaning and effect as “and/or”. This such Transaction Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference whole and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (a) any definition of or reference not to any agreementparticular provision of such Transaction Agreement; (g) references to any Person shall include such Person’s successors and permitted assigns; (h) references to currency, instrumentmonetary values, dollars or other document “$” set forth herein shall be construed as referring mean United States (U.S.) dollars; and (i) unless otherwise expressly provided therein, any Contract or Law defined or referred to therein or in any Contract that is referred to therein means such agreement, instrument, Contract or other document Law as from time to time amended, modified or supplemented, including (in the case of a Contract) by waiver or otherwise modified consent and (subject to any restrictions on such amendments, supplements, or modifications set forth herein or therein), (bin the case of a Law) by succession of comparable successor Laws and any reference to any laws herein a Contract shall be construed as referring deemed to any lawinclude all attachments thereto and instruments incorporated therein, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (c) and any reference herein in such Transaction Agreement to any Person a Law shall be construed deemed to include the Person’s successors any rules and assigns, (d) 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, (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (f) all references herein to Articles, Sections, Exhibits, or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Schedules of this Agreementregulations promulgated thereunder.

Interpretation. Whenever The following rules of interpretation shall apply in this Plan of Arrangement unless something in the subject matter or context may require, any pronoun shall include is inconsistent therewith: (a) the corresponding masculine, feminine, singular includes the plural and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by vice versa; (b) the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “or” shall not be construed exclusive unless the context requires; (c) where a word or phrase is defined, its other grammatical forms have a corresponding meaning; (d) the headings in this Plan of Arrangement form no part of this Plan of Arrangement and are deemed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel inserted for convenience only and shall not affect the construction or interpretation of any of its provisions; (e) all references in this Plan of Arrangement shall be strictly construed against either Party. The captions or headings read with such changes in number and gender that the context may require; (f) references to “Articles,” “Sections” and “Recitals” refer to articles, sections and recitals of this Plan of Arrangement; (g) the use of the sections words “including” or other subdivisions hereof are inserted only “includes” followed by a specific example or examples shall not be construed as a matter of convenience or for reference and shall have no effect on limiting the meaning of the provisions hereof. Unless general wording preceding it; (h) the context requires otherwiserule of construction that, (a) any definition in the event of or reference to any agreementambiguity, instrument, or other document herein the contract shall be construed as referring to such agreementinterpreted against the party responsible for the drafting or preparation of this Plan of Arrangement, instrument, or other document as from time to time amended, supplemented, or otherwise modified shall not apply; (subject to any restrictions on such amendments, supplements, or modifications set forth herein or therein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (c) any reference herein to any Person shall be construed to include the Person’s successors and assigns, (di) the words “herein”, ,” “hereof”, ” and “hereunder”, ” and other words of similar import, shall be construed to import refer to this Agreement in its entirety Plan of Arrangement as a whole and not to any particular provision hereof, Section or other subdivision; (ej) any reference herein to a statute is a reference to the applicable statute and to any rules and regulations made pursuant thereto and includes all amendments made thereto and in force, from time to time, and any statute, rule or regulation that has the effect of supplementing or superseding such statute, rule or regulation; (k) unless something in the subject matter or context is inconsistent therewith or unless otherwise provided, any reference to a specific agreement, contract or document in this Plan of Arrangement is to that agreement, contract or document, including all schedules, appendices and exhibits thereto, in its current form or as it may from time to time be amended, supplemented, varied, novated, extended, altered, replaced or changed; (l) in this Plan of Arrangement, an agreement, representation or warranty for two or more persons is for the benefit of them jointly and each of them individually and an agreement, representation or warranty by two or more persons binds them jointly and each of them individually. A reference to a group of persons or things is a reference to them jointly or individually; and (m) the words “mutually agreewritten” or “mutual written agreementin writing” shall not impose include printing or any obligation on either Party to agree to any terms relating thereto electronic means of communication capable of being visibly reproduced at the point of reception including fax or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (f) all references herein to Articles, Sections, Exhibits, or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Schedules of this Agreementemail.

Interpretation. Whenever (a) Unless the context may require, of this Agreement otherwise requires: (i) (A) words of any pronoun shall gender include each other gender and neuter form; (B) words using the singular or plural number also include the corresponding masculineplural or singular number, femininerespectively; (C) derivative forms of defined terms will have correlative meanings; (D) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (E) the terms “Article,” “Section,” “Annex,” “Exhibit,” and “Schedule” refer to the specified Article, Section, Annex, Exhibit or Schedule of this Agreement and neuter forms. The words references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses of the section or subsection in which the reference occurs; (F) the word “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will,” shall be construed to have and (G) the same meaning and effect as the word “shall”. The word “or” shall be construed disjunctive but not exclusive; (ii) references to have the same meaning Contracts (including this Agreement) and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions other documents or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument, or other document herein Laws shall be construed as referring deemed to include references to such agreementContract or Law as amended, instrumentrestated, supplemented or other document as modified from time to time amendedin accordance with its terms and the terms hereof, supplementedas applicable, or otherwise modified and in effect at any given time (subject and, in the case of any Law, to any restrictions on such amendments, supplements, or modifications set forth herein or thereinsuccessor provisions), ; (biii) any reference references to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, citylocal, or other political subdivision, domestic foreign statute or foreign, as they from time to time may be enacted, repealed, or amended, Law shall include all regulations promulgated thereunder; and (civ) any reference herein references to any Person shall be construed include references to include the such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities. (db) The language used in this Agreement shall be deemed to be the words “herein”language chosen by the Parties to express their mutual intent. The Parties acknowledge that each Party and its attorney has reviewed and participated in the drafting of this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, “hereof”, and “hereunder”, and words or any similar rule operating against the drafter of similar importan agreement, shall not be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) any reference herein applicable to the words “mutually agree” construction or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (f) all references herein to Articles, Sections, Exhibits, or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Schedules interpretation of this Agreement. (c) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. (d) The word “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” (e) The term “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. (f) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP unless the context otherwise requires.

Interpretation. Whenever the context may require, any pronoun shall include the corresponding masculine, feminineThe captions and headings to this Agreement are for convenience only, and neuter formsare to be of no force or effect in construing or interpreting any of the provisions of this Agreement. The Unless specified to the contrary, references to Articles, Sections or Exhibits mean the particular Articles, Sections or Exhibits to this Agreement and references to this Agreement include all Exhibits hereto. In the event of any conflict between the main body of this Agreement and any Exhibit hereto, the main body of this Agreement shall prevail. Unless context otherwise clearly requires, whenever used in this Agreement: (a) the words “include”, “includes” and or “including” shall be deemed to be followed by the phrase construed as incorporating, also, “but not limited to” or “without limitation”. The word “will;” shall be construed to have the same meaning and effect as (b) the word “shall”. The word day” or “oryear” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions means a calendar day or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument, or other document herein shall be construed as referring to such agreement, instrument, or other document as from time to time amended, supplemented, or year unless otherwise modified (subject to any restrictions on such amendments, supplements, or modifications set forth herein or therein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, specified; (c) any reference herein to any Person the word “notice” shall be construed to mean notice in writing (whether or not specifically stated) and shall include the Person’s successors notices, consents, approvals and assigns, other written communications contemplated under this Agreement; (d) the words “hereof,” “herein”, ,” “hereof”, hereby” and “hereunder”, and derivative or similar words of similar import, shall be construed to refer to this Agreement in its entirety as a whole and not merely to any the particular provision hereof, in which such words appear; (e) any reference herein to the words “mutually shall” and “will” have interchangeable meanings for purposes of this Agreement; (f) the word “or” shall have the inclusive meaning commonly associated with “and/or”; (g) provisions that require that a Party, the Parties or a committee hereunder “agree,” “consent” or “mutual approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement” shall not impose , letter, approved minutes or otherwise; (h) words of any obligation on either Party to agree gender include the other gender; (i) words using the singular or plural number also include the plural or singular number, respectively; (j) references to any terms relating specific law, rule or regulation, or article, section or other division thereof, shall be deemed to include the then-current amendments thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretionany replacement law, rule or regulation thereof; and (fk) all references herein to Articles, Sections, Exhibits, or Schedules neither Party shall be construed deemed to refer to Articles, Sections, Exhibits, and Schedules be acting on behalf of this Agreementthe other Party.

Interpretation. Whenever Except where the context may requireexpressly requires otherwise, (a) the use of any pronoun shall gender herein will be deemed to encompass references to either or both genders, and the use of the singular will be deemed to include the corresponding masculineplural (and vice versa), feminine, and neuter forms. The (b) the words “include”, “includes” and “including” shall will be deemed to be followed by the phrase “without limitation”. The , (c) the word “will” shall will be construed to have the same meaning and effect as the word “shall”. The word “or” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (ad) any definition of or reference to any agreement, instrument, instrument or other document herein shall will be construed as referring to such agreement, instrument, instrument or other document as from time to time amended, supplemented, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, supplements or modifications set forth herein or thereinherein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (ce) any reference herein to any Person shall will be construed to include the Person’s successors and assigns, (df) the words “herein”, “hereof”, ” and “hereunder”, and words of similar import, shall will be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (fg) all references herein to Articles, Sections, Exhibits, Exhibits or Schedules shall will be construed to refer to Articles, Sections, Exhibits, and Exhibits or Schedules of this Agreement, and references to this Agreement include all Exhibits and Schedules hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and will include notices, consents, approvals and other written communications contemplated under this Agreement, (i) provisions that require that a Party, the Parties or any committee hereunder “agree,” “consent” or “approve” or the like will require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise (excluding e-mail or instant messaging, but a signed PDF document being acceptable), (j) references to any specific law, rule or regulation, or article, section or other division thereof, will be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof, and (k) the term “or” will be interpreted in the inclusive sense commonly associated with the term “and/or”.

Interpretation. Whenever The following rules apply in interpreting this Agreement, except where the context may requiremakes it clear that a rule is not intended to apply: (a) A reference to: (i) a party to this Agreement or to any other document or agreement includes a successor, permitted substitute or a permitted assign of that party; (ii) a person includes any pronoun shall include the corresponding masculinetype of entity or body of persons, femininewhether or not it is incorporated or has a separate legal identity, and neuter forms. The words “include”any executor, “includes” and “including” shall be deemed administrator or successor in law of the person; (iii) conduct includes any omission, representation, statement or undertaking, whether or not in writing; (iv) anything (including a right, obligation or concept) includes each part of it; and (v) except as otherwise provided, a reference to be followed by the phrase “a period of time (including without limitation”, a year, a month and a day) is to a calendar period; (b) A singular word includes the plural, and vice versa and a word which suggests one gender includes any gender; (c) If a word is defined, another part of speech has a corresponding meaning; (d) If an example is given of anything (including a right, obligation or concept), such as by saying it includes something else, the example does not limit the scope of that thing. The Specifying anything in this document after the words including or includes or similar expressions does not limit what else might be included unless there is express wording to the contrary; (e) A reference to dollars or $ is to Australian currency unless otherwise specified; (f) Interpretation of any covenant clause or word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “or” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and mentioned herein shall not be strictly construed against either Party. The captions restricted by reference to any other covenant clause or headings word mentioned herein or by the juxtaposition of the sections same; and (g) This Agreement constitutes the entire agreement between the parties concerning its subject matter and no discussion or other subdivisions hereof are inserted only as a correspondence referring to that subject matter shall be binding unless expressly incorporated in this document. (h) The parties agree that, to the extent that it is legally permissible to contract out of convenience or for reference and shall have no effect on those laws: (i) the meaning Frustrated Contracts Act 1978 (NSW) does not apply to this Agreement; (ii) the parties intend this Agreement to regulate their bargain to the exclusion of the provisions hereof. Unless for frustrated contracts contained in the context requires otherwise, Australian Consumer Law and Fair Trading Act 2012 (aVic) any definition and the Frustrated Contracts Act 1988 (SA); and (iii) no other applicable legislation for frustration of or reference contract is to any agreement, instrument, or other document herein shall be construed as referring apply 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 or therein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (c) any reference herein to any Person shall be construed to include the Person’s successors and assigns, (d) 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, (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (f) all references herein to Articles, Sections, Exhibits, or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Schedules of this Agreement.

Interpretation. Whenever Except where the context may requireexpressly requires otherwise, (a) the use of any pronoun gender herein shall be deemed to encompass references to either or both genders, and the use of the singular shall be deemed to include the corresponding masculineplural (and vice versa), feminine, and neuter forms. The (b) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The , (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “or” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (ad) any definition of or reference to any agreement, instrument, instrument or other document herein shall be construed as referring to such agreement, instrument, instrument or other document as from time to time amended, supplemented, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, supplements or modifications set forth herein or thereinherein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (ce) any reference herein to any Person person or entity shall be construed to include the Personsuch person’s or entity’s successors and assigns, (df) 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, (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (fg) all references herein to Articles, Sections, Exhibits, Sections or Schedules Exhibits shall be construed to refer to Articles, Sections, Exhibits, and Schedules Sections or Exhibits of this Agreement, and references to this Agreement include all Exhibits hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement, (i) provisions that require that a Party, the Parties or any committee hereunder “agree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise (but excluding e-mail and instant messaging), (j) references to any specific law, or article, section or other division thereof, shall be deemed to include the then-current amendments thereto or any replacement or successor law thereof, and (k) the term “or” shall be interpreted in the inclusive sense commonly associated with the term “or.” The headings of clauses contained in this Agreement preceding the text of the sections, subsections and paragraphs hereof are inserted solely for convenience and ease of reference only and shall not constitute any part of this Agreement or have any effect on its interpretation or construction. Ambiguities and uncertainties in this Agreement, if any, shall not be interpreted against either Party, irrespective of which Party may be deemed to have caused the ambiguity or uncertainty to exist. This Agreement has been prepared in the English language, and the English language shall control its interpretation. In addition, all notices required or permitted to be given hereunder, and all written, electronic, oral, or other communications between the Parties regarding this Agreement shall be in the English language. To the extent there is any inconsistency or conflict between the terms and conditions of this Agreement and any Exhibit, the terms and conditions of this Agreement will prevail.

Interpretation. (a) Unless otherwise expressly provided, for purposes of this Agreement the following rules of interpretation and construction shall apply: (i) The headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. (ii) When a reference is made in this Agreement to an article, section, paragraph, or schedule, such reference shall be to an article, section, paragraph, or schedule of this Agreement. (iii) Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words “include”, ,” “includes” and or “including” are used in this Agreement they shall be deemed to be followed by the phrase words “without limitation.”. (iv) The word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “or” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument, or other document herein 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 or therein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (c) any reference herein to any Person shall be construed to include the Person’s successors and assigns, (d) the words “hereof,” “herein”, “hereof”, ” and “hereunder”, herewith” 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, (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (f) all references herein to Articles, Sections, Exhibits, or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Schedules of this Agreement. (v) The word “or” shall not be exclusive. (vi) The meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term, and words denoting any gender shall include all genders. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (vii) A reference to any party to this Agreement or any other agreement or document shall include such party’s successors and permitted assigns. (viii) A reference to “$,” “U.S. dollars” or “dollars” shall mean the legal tender of the United States of America. (ix) A reference to any legislation or to any provision of any legislation shall include any amendment thereto, any modification or re-enactment thereof, any legislative provision substituted therefor and all rules, regulations and statutory instruments issued thereunder or pursuant thereto (including any amendment to, or modification of, such rules, regulations or statutory instruments). (x) A reference to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified. (xi) The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. Further, prior drafts of this Agreement or the fact that any clauses have been added, deleted or otherwise modified from any prior drafts of this Agreement shall not be used as an aid of construction or otherwise constitute evidence of the intent of the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of such prior drafts. (xii) All schedules are incorporated in and made a part of this Agreement as if set forth in full herein.

Interpretation. Whenever (a) The Parties agree that they have been represented by counsel during the context may requirenegotiation and execution of this Agreement and, therefore waive the application of any pronoun shall include law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the corresponding masculineParty drafting such agreement or document. (b) The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import, feminine, refer to this Agreement as a whole and neuter formsnot to any particular subdivision unless expressly so limited. The words “include”, this Article,” “includesthis Section” and “includingthis clause,” shall be deemed and words of similar import, refer only to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”Article, Section or clause hereof in which such words occur. The word “or” is exclusive, and the word “including” (in its various forms) means including without limitation. (c) Pronouns in masculine, feminine or neuter genders shall be construed to have state and include any other gender, and words, terms and titles (including terms defined herein) in the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument, or other document herein 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 or therein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (c) any reference herein to any Person singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. (d) References herein to any Person shall include such Person’s successors and assigns; provided, however, that nothing contained in this clause (d) the words “herein”, “hereof”, and “hereunder”, and words of similar import, is intended to authorize any assignment or transfer not otherwise permitted by this Agreement. (e) References herein to any Law shall be construed deemed to refer to such Law as amended, reenacted, supplemented or superseded in whole or in part and in effect from time to time and also to all rules and regulations promulgated thereunder. (f) References herein to any Contract mean such Contract as amended, supplemented or modified (including any waiver thereto) in accordance with the terms thereof, except that with respect to any Contract listed on any schedule hereto, all such amendments, supplements or modifications must also be listed on such schedule. (g) Each representation, warranty, covenant and agreement contained in this Agreement will have independent significance, and the fact that any conduct or state of facts may be within the scope of two or more provisions in its entirety this Agreement, whether relating to the same or different subject matters and regardless of the relative levels of specificity, shall not to any particular provision hereof, be considered in construing or interpreting this Agreement. (eh) any reference Unless otherwise expressly provided herein to the words “mutually agree” or “mutual written agreement” contrary, accounting terms shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (f) all references herein to Articles, Sections, Exhibits, or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Schedules of this Agreementhave the meaning given by U.S. generally accepted accounting principles.

Interpretation. Whenever Except where the context may requireexpressly requires otherwise, (a) the use of any pronoun gender herein shall be deemed to encompass references to either or both genders, and the use of the singular shall be deemed to include the corresponding masculineplural (and vice versa), feminine, and neuter forms. The (b) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The , (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “or” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (ad) any definition of or reference to any agreement, instrument, instrument or other document herein shall be construed as referring to such agreement, instrument, instrument or other document as from time to time amended, supplemented, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, supplements or modifications set forth herein or thereinherein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (ce) any reference herein to any Person person or entity shall be construed to include the Personsuch person’s or entity’s successors and assigns, (df) 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, (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (fg) all references herein to Articles, Sections, Exhibits, Sections or Schedules Exhibits shall be construed to refer to Articles, Sections, Exhibits, and Schedules Sections or Exhibits of this Agreement, and references to this Agreement include all Exhibits hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement, (i) provisions that require that a Party, the Parties or any committee hereunder “agree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise (but excluding e-mail and instant messaging), (j) references to any specific law, rule or regulation, or article, section or other division thereof, shall be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof, and (k) the term “or” shall be interpreted in the inclusive sense commonly associated with the term “or.” The headings of clauses contained in this Agreement preceding the text of the sections, subsections and paragraphs hereof are inserted solely for convenience and ease of reference only and shall not constitute any part of this Agreement or have any effect on its interpretation or construction. Ambiguities and uncertainties in this Agreement, if any, shall not be interpreted against either Party, irrespective of which Party may be deemed to have caused the ambiguity or uncertainty to exist. This Agreement has been prepared in the English language, and the English language shall control its interpretation. In addition, all notices required or permitted to be given hereunder, and all written, electronic, oral, or other communications between the Parties regarding this Agreement shall be in the English language. To the extent there is any inconsistency or conflict between the terms and conditions of this Agreement and any exhibit, the terms and conditions of this Agreement will prevail.

Interpretation. Whenever (a) Unless the context may require, of this Agreement otherwise requires: (i) (A) words of any pronoun shall gender include each other gender and neuter form; (B) words using the singular or plural number also include the corresponding masculineplural or singular number, femininerespectively; (C) derivative forms of defined terms will have correlative meanings; (D) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (E) the terms “Article,” “Section,” “Annex,” “Exhibit,” and “Schedule” refer to the specified Article, Section, Annex, Exhibit or Schedule of this Agreement and neuter forms. The words references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses of the section or subsection in which the reference occurs; (F) the word “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will,” shall be construed to have and (G) the same meaning and effect as the word “shall”. The word “or” shall be construed disjunctive but not exclusive; (ii) references to have the same meaning Contracts (including this Agreement) and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions other documents or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument, or other document herein Laws shall be construed as referring deemed to include references to such agreementContract or Law as amended, instrumentrestated, supplemented or other document as modified from time to time amendedin accordance with its terms and the terms hereof, supplementedas applicable, or otherwise modified and in effect at any given time (subject and, in the case of any Law, to any restrictions on such amendments, supplements, or modifications set forth herein or thereinsuccessor provisions), ; (biii) any reference references to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, citylocal, or other political subdivision, domestic foreign statute or foreign, as they from time to time may be enacted, repealed, or amended, Law shall include all regulations promulgated thereunder; and (civ) any reference herein references to any Person shall be construed include references to include the such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities. (db) The language used in this Agreement shall be deemed to be the words “herein”language chosen by the Parties to express their mutual intent. The Parties acknowledge that each Party and its attorney has reviewed and participated in the drafting of this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, “hereof”, and “hereunder”, and words or any similar rule operating against the drafter of similar importan agreement, shall not be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) any reference herein applicable to the words “mutually agree” construction or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (f) all references herein to Articles, Sections, Exhibits, or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Schedules interpretation of this Agreement. (c) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. (d) The word “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” (e) The term “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. (f) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP unless the context otherwise requires. (g) All monetary figures shall be in United States dollars unless otherwise specified.

Interpretation. Whenever Headings used herein are for convenience only and shall not in any way affect the context may requireconstruction of or be taken into consideration in interpreting this Agreement. The terms of this Agreement represent the results of negotiations between the Parties and their representatives, any pronoun shall include the corresponding masculine, feminineeach of which has been represented by counsel of its own choosing, and neuter formsneither of which has acted under duress or compulsion, whether legal, economic, or otherwise. The words “include”Accordingly, “includes” the terms of this Agreement shall be interpreted and “including” construed in accordance with the definitions for such terms provided herein or, if no such definitions arc provided, with their usual and customary meanings, and each of the Parties hereby waives the application in connection with the interpretation and construction of this Agreement of any rule of Applicable Laws to the effect that ambiguous or conflicting terms or provisions contained in this Agreement shall be interpreted or construed against the Party whose attorney prepared the executed draft or any earlier draft of this Agreement. Any reference in this Agreement to an Article, Section, subsection, paragraph, clause, Exhibit, or Schedule shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed a reference to have the same meaning and effect any Article, Section, subsection, paragraph, clause, Exhibit, or Schedule, of or to, as the word “shall”case may be, this Agreement. The word “or” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless Except where the context requires otherwise, otherwise requires: (a) any definition of or reference to any agreement, instrument, or other document herein shall be construed as referring refers 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, supplements or modifications set forth herein or therein), ; (b) any reference to any laws herein shall be construed Applicable Laws refers to such Applicable Laws as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, ; (c) any reference herein to any Person shall be construed to include the Person’s successors and assigns, (d) 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; (d) the words “include”, “includes”, and “including” shall be deemed to be followed by the phrase “but not limited to”, “without limitation”, or words of similar import; (e) any reference herein to the words word “mutually agreeor” or is used in the inclusive sense (and/or), unless explicitly indicated otherwise by the term “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and either/or”; (f) all references herein to Articlesthe singular shall include the plural, Sectionsthe plural the singular, Exhibits, or Schedules the use of any gender shall be construed applicable to refer all genders; (g) a “Party” includes its permitted assignees or the respective successors in title to Articles, Sections, Exhibits, substantially the whole of its undertaking; and (h) the Exhibits and Schedules to this Agreement form part of the operative provision of this Agreement, and references to this Agreement shall, unless the context otherwise requires, include references to the Exhibits and Schedules.

Interpretation. (a) As used in this Agreement, references to the following terms have the meanings indicated: (i) to the Preamble or to the Recitals, Sections, Articles or Schedules are to the Preamble or a Recital, Section or Article of, or a Schedule to, this Agreement unless otherwise clearly indicated to the contrary; (ii) to any Contract (including this Agreement) or “organizational document” are to the Contract or organizational document as amended, modified, supplemented or replaced from time to time; (iii) to any Law are to such Law as amended, modified, supplemented or replaced from time to time and any rules or regulations promulgated thereunder and to any section of any Law including any successor to such section; (iv) to any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (v) to any “copy” of any Contract or other document or instrument are to a true and complete copy thereof; (vi) to “hereof,” “herein,” “hereunder,” “hereby,” “herewith” and words of similar import refer to this Agreement as a whole and not to any particular Article, Section or clause of this Agreement, unless otherwise clearly indicated to the contrary; (vii) to the “date of this Agreement,” “the date hereof” and words of similar import refer to February 7, 2020; and (viii) to “this Agreement” includes the Schedule to this Agreement. (b) Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words “include”, ,” “includes” and or “including” shall are used in this Agreement, they will be deemed to be followed by the phrase words “without limitation”. The word “will.” shall be construed to have the same meaning and effect as the word “shall”. The word “or” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Partyexclusive. The captions Any singular term in this Agreement will be deemed to include the plural, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine or headings neuter, singular or plural, as the identity of the sections Person referred to may require. Where a word or phrase is defined herein, each of its other subdivisions hereof are inserted only grammatical forms shall have a corresponding meaning. (c) Whenever the last day for the exercise of any right or the discharge of any duty under this Agreement falls on a day other than a Business Day, the party hereto having such right or duty shall have until the next Business Day to exercise such right or discharge such duty. Unless otherwise indicated, the word “day” shall be interpreted as a matter of convenience or calendar day. (d) The headings contained in this Agreement are for reference purposes only and shall have no effect on will not affect in any way the meaning or interpretation of this Agreement. (e) References to a “party” hereto means Parent, the provisions hereof. Unless Company or a Shareholder and references to “parties” hereto means Parent, the Company and the Shareholders unless the context requires otherwiseotherwise requires. (f) References to “dollars” or “$” mean United States dollars, unless otherwise clearly indicated to the contrary. (ag) any definition The parties hereto have participated jointly in the negotiation and drafting of this Agreement; consequently, in the event an ambiguity or reference to any agreementquestion of intent or interpretation arises, instrument, or other document herein this Agreement shall be construed as referring to such agreement, instrument, jointly drafted by the parties hereto and no presumption or other document as from time to time amended, supplemented, burden of proof shall arise favoring or otherwise modified (subject to disfavoring any restrictions on such amendments, supplements, or modifications set forth herein or therein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having party hereto by virtue of the effect of law authorship of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (c) any reference herein to any Person shall be construed to include the Person’s successors and assigns, (d) 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, (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (f) all references herein to Articles, Sections, Exhibits, or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Schedules of this Agreement. (h) No summary of this Agreement prepared by or on behalf of any party hereto shall affect the meaning or interpretation of this Agreement. (i) All capitalized terms used without definition in the Schedule to this Agreement shall have the meanings ascribed to such terms in this Agreement.

Interpretation. Whenever Except where the context may requireexpressly requires otherwise, (a) the use of any pronoun gender herein shall be deemed to encompass references to either or both genders, and the use of the singular shall be deemed to include the corresponding masculine, feminine, plural (and neuter forms. The vice versa); (b) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The ” and shall not be interpreted to limit the provision to which it relates; (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “or” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, ; (ad) any definition of or reference to any agreement, instrument, instrument or other document herein shall be construed as referring to such agreement, instrument, instrument or other document as from time to time amended, supplemented, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, supplements or modifications set forth herein or thereinherein), ; (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (ce) any reference herein to any Person shall be construed to include the Person’s successors and assigns, ; (df) the words “herein”, “hereof”, ” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety each of their entirety, as the context requires, and not to any particular provision hereof, ; (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (fg) all references herein to Articles, Sections, Exhibits, Sections or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Sections or Schedules of this Agreement, and references to this Agreement include all Schedules hereto; (h) the word “notice” means notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement; (i) provisions that require that a Party, the Parties or any committee hereunder “agree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise (but excluding e-mail and instant messaging); (j) references to any specific law, rule or regulation, or article, Section or other division thereof, shall be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof; and (k) the term “or” shall be interpreted in the inclusive sense commonly associated with the term “and/or.”

Interpretation. Whenever Except where the context may requireexpressly requires otherwise, (a) the use of any pronoun shall gender herein will be deemed to encompass references to either or both genders, and the use of the singular will be deemed to include the corresponding masculineplural (and vice versa), feminine, and neuter forms. The (b) the words “include”, ,” “includes” and “including” shall will be deemed to be followed by the phrase “without limitation”. The ,” (c) the word “will” shall will be construed to have the same meaning and effect as the word “shall”. The word “or,” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (ad) any definition of or reference to any agreement, instrument, instrument or other document herein shall will be construed as referring to such agreement, instrument, instrument or other document as from time to time amended, supplemented, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, supplements or modifications set forth herein or thereinherein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (ce) any reference herein to any Person shall will be construed to include the Person’s successors and assigns, (df) the words “herein”, ,” “hereof”, ” and “hereunder”, ,” and words of similar import, shall will be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (fg) all references herein to Articles, Sections, Exhibits, Schedules or Schedules shall Exhibits will be construed to refer to Articles, Sections, Exhibits, and Schedules or Exhibits of this Agreement, and references to this Agreement include all Schedules and Exhibits hereto, (h) the word “notice” will mean notice in writing (whether or not specifically stated) and will include notices, consents, approvals and other written communications contemplated under this Agreement, (i) provisions that require that a Party, the Parties or any committee hereunder “agree,” “consent” or “approve” or the like will require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise (but excluding e-mail and instant messaging), (j) references to any specific law, rule or regulation, or article, section or other division thereof, will be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof, (k) any definition of or reference to any agreement, instrument or other document herein will 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), and (l) the term “or” will be interpreted in the inclusive sense commonly associated with the term “and/or.”

Interpretation. Whenever Except where the context may requireotherwise requires, any pronoun wherever used, the singular shall include the corresponding masculineplural, femininethe plural the singular, and neuter forms. The words “include”, “includes” and “including” the use of any gender shall be deemed applicable to be followed by all genders and the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “or” shall be construed to have is used in the same meaning and effect as “inclusive sense (and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party). The captions of this Agreement are for convenience of reference only and in no way define, describe, extend, or headings limit the scope or intent of this Agreement or the sections intent of any provision contained in this Agreement. The term “including,” “include,” or other subdivisions hereof are inserted only “includes” as a matter used herein shall mean including, without limiting the generality of convenience or for reference and shall have no effect on the meaning of the provisions hereofany description preceding such term. Unless the context requires otherwise, (ai) any definition of or reference to any agreement, instrument, instrument or other document herein shall will be construed as referring to such agreement, instrument, instrument or other document as from time to time amended, supplemented, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, supplements or modifications set forth herein or therein), (bii) any reference to any laws applicable Laws herein shall will be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, such Laws as they from time to time may be enacted, repealed, repealed or amended, (ciii) any reference herein to any Person shall person will be construed to include the Personperson’s successors and permitted assigns, (div) the words “herein”, “hereof”, ” and “hereunder”, and words of similar import, shall will be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (ev) any reference herein to the words “mutually agree” or “mutual written agreement” shall will not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (fvi) all references herein to Articles, Sections, Exhibits, Sections or Schedules shall Exhibits will be construed to refer to ArticlesSections and Exhibits to this Agreement, Sections(vii) the word “days” means calendar days unless otherwise specified, Exhibits(viii) except as otherwise expressly provided herein all references to “$” or “dollars” refer to the lawful money of the U.S., and Schedules (ix) the words “copy” and “copies” and words of similar import when used in this Agreement include, to the extent available, electronic copies, files or databases containing the information, files, items, documents or materials to which such words apply. The headings of each Article and Section in this Agreement have been inserted for convenience of reference only and are not intended to limit or expand on the meaning of the language contained in the particular Article or Section. Each Party represents that it has been represented by legal counsel in connection with this Agreement and acknowledges that it has participated in the drafting hereof. In interpreting and applying the terms and provisions of this Agreement, the Parties agree that no presumption will apply against the Party which drafted such terms and provisions. The language in this Agreement is to be construed in all cases according to its fair meaning.

Interpretation. Whenever Except where the context may requireexpressly requires otherwise: (a) the use of any gender herein shall be deemed to encompass references to either or both genders, any pronoun and the use of the singular shall be deemed to include the corresponding masculine, feminine, plural (and neuter forms. The vice versa); (b) the words “include”, ,” “includes,” and “including” shall be deemed to be followed by the phrase “without limitation”. The ; (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “or” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, ; (ad) any definition of or reference to any agreement, instrument, or other document herein 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, supplements or modifications set forth herein or thereinherein), ; (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (ce) any reference herein to any Person person shall be construed to include the Personperson’s successors and assigns, ; (df) 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, ; (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (fg) all references herein to Articles, Sections, Exhibits, or Schedules shall be construed to refer to Articles, Sections, Exhibits, and or Schedules of this Agreement, and references to this Agreement include all Exhibits and Schedules hereto; (h) the word “notice” means notice in writing (whether or not specifically stated) and shall include notices, consents, approvals, and other written communications contemplated under this Agreement; (i) provisions that require that a Party, the Parties, or any committee hereunder “agree,” “consent,” or “approve” or the like shall require that such agreement, consent, or approval be specific and in writing, whether by written agreement, letter, email, approved minutes, or otherwise (but excluding instant messaging); (j) references to any specific law, rule, or regulation, or article, section, or other division thereof, shall be deemed to include the then-current amendments thereto or any replacement or successor law, rule, or regulation thereof; (k) the term “or” shall be interpreted in the inclusive sense commonly associated with the term “and/or”; and (l) the term “to the extent” shall be interpreted to mean the extent or degree to which a subject or thing extends, and shall not simply be construed to mean the word “if.”

Interpretation. Whenever When a reference is made in this Agreement to a Section, paragraph, clause or Schedule, such reference shall be to a Section, paragraph, clause or Schedule of this Agreement unless otherwise indicated. The headings contained in this Agreement are for convenience of reference purposes only and shall not affect in any way the context may meaning or interpretation of this Agreement. All words used in this Agreement will be construed to be of such gender as the circumstances require, any pronoun and in the singular or plural as the circumstances require. The word “including” and words of similar import when used in this Agreement shall include the corresponding masculinemean “including, feminine, and neuter formswithout limitation,” unless otherwise specified. The words “include”, hereof,” “includeshereto,” “hereby,” “herein” and “includinghereunder” and words of similar import when used in this Agreement shall be deemed refer to be followed by this Agreement as a whole and not to any particular provision of this Agreement. The word “or” is not exclusive. The word “extent” in the phrase “without limitation”. to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” References in this Agreement to “vote”, “voting”, “voted” and likewise shall refer to shares being voted or otherwise tabulated in any manner possible, whether in person at a meeting, by written consent, by proxy or otherwise. The word “or” A Person shall be construed deemed the “beneficial” owner of, shall be deemed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel beneficial” ownership of, and shall not be strictly construed against either Party. The captions deemed to “beneficially” own any securities which such Person or headings any of such Person’s Affiliates (a) beneficially owns as determined pursuant to Rule 13d-3 under the sections or other subdivisions hereof are inserted only Exchange Act as a matter of convenience or for reference and shall have no in effect on the meaning date of the provisions hereof. Unless the context requires otherwisethis Agreement, (ab) any definition has the right to acquire (whether such right is exercisable immediately or only after the passage of time), or reference (c) has the right to any vote or dispose of, directly or indirectly. Any agreement, instrument, instrument or other document law defined or referred to herein shall be construed as referring to means such agreement, instrument, instrument or other document law as from time to time amended, modified or supplemented, or unless otherwise modified (subject specifically indicated. References to any restrictions on such amendments, supplements, or modifications set forth herein or therein), (b) any reference law include references to any laws herein shall be construed as referring associated rules, regulations and official guidance with respect thereto. References to any lawa Person are also to its predecessors, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (c) any reference herein to any Person shall be construed to include the Person’s successors and assigns. Unless otherwise specifically indicated, (d) the words all references to “herein”, “hereof”, dollars” and “hereunder”, and words $” are references to the lawful money of similar import, shall be construed the United States of America. References to refer to “days” mean calendar days unless otherwise specified. Each of the Parties acknowledges that it has been represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement and, accordingly, any rule of law or any legal doctrine that would require interpretation of any claimed ambiguities in its entirety this Agreement against the drafting Party has no application and not to any particular provision hereof, (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (f) all references herein to Articles, Sections, Exhibits, or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Schedules of this Agreementis expressly waived.

Interpretation. Whenever In this Agreement, unless the context may requireotherwise requires, a. any reference to a statutory provision shall include such provision as is from time to time modified or re-enacted or consolidated so far as such modification or re-enactment or consolidation applies to, or is capable of being applied to any pronoun transactions entered into hereunder; b. references to Applicable Law shall include the corresponding masculinelaws, feminineacts, ordinances, rules, regulations, notifications, guidelines or bylaws which have the force of law; c. the words importing singular shall include plural and vice versa, and neuter forms. The words “denoting natural persons shall include partnerships, firms, companies, corporations, joint ventures, trusts, associations, organisations or other entities (whether or not having a separate legal entity); d. the headings are for convenience of reference only and shall not be used in, and shall not affect, the construction or interpretation of this Agreement; e. the words "include”" and "including" are to be construed without limitation; f. any reference to day, “includes” and “including” month or year shall mean a reference to a calendar day, calendar month or calendar year respectively; g. the Schedules to this Agreement form an integral part of this Agreement as though they were expressly set out in the body of this Agreement; h. any reference at any time to any agreement, deed, instrument, license or document of any description shall be construed as reference to that agreement, deed, instrument, license or other document as amended, varied, supplemented, modified or suspended at the time of such reference; i. references to recitals, Articles, sub-articles, clauses, or Schedules in this Agreement shall, except where the context otherwise requires, be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed references to have the same meaning recitals, Articles, sub-articles, clauses and effect as the word “shall”. The word “or” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (a) any definition Schedules of or reference to this Agreement; j. any agreement, instrumentconsent, approval, authorisation, notice, communication, information or other document herein report required under or pursuant to this Agreement from or by any Party shall be construed as referring to valid and effectual only if it is in writing under the hands of duly authorized representative of 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 or therein), (b) Party in this behalf and not otherwise; k. any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, period commencing “from” a specified day or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (c) any reference herein to any Person shall be construed to include the Person’s successors and assigns, (d) the words “herein”, “hereof”, date 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, (e) any reference herein to the words “mutually agreetill” or “mutual written agreementuntil” a specified day or date shall not impose any obligation on either Party to agree to any terms relating thereto include both such days or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (f) all references herein to Articles, Sections, Exhibits, or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Schedules of this Agreement.dates;

Interpretation. Whenever In this LSA, unless the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words “include”, “includes” and “including” shall be deemed otherwise requires: reference to be followed by the phrase “without limitation”. The word “will” a ‘person’ shall be construed so as to have the same meaning and effect as the word “shall”. The word “or” include any person, individual, firm, company, government, state or agency of a state or any joint venture, association or partnership (whether or not having separate legal personality); reference to a ‘company’ shall be construed so as to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections include any company, corporation or other subdivisions hereof are inserted only as a matter of convenience body corporate, wherever and however incorporated or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (a) any definition of or established; reference to any person or company includes references to that person’s or company’s successors and permitted assignees; the singular includes the plural and vice versa as appropriate, except where appropriate for the terms Shipper, Party and Terminal Operator; reference to any gender includes the other gender; unless otherwise specifically stated, references to an ‘Attachment’ and a ‘Clause’ shall be to an attachment and a clause in this LSA; unless otherwise specifically stated, references to ‘GC’ shall be to a section in the General Conditions; unless otherwise specifically stated, references to ‘SC’ shall be to a section in the Services Confirmation; unless otherwise specifically stated, references to ‘AC’ shall be to a section in the LNG Access Code; headings and the table of contents are inserted for convenience only and do not affect the construction or interpretation of this LSA; unless otherwise stated, reference to an agreement, instrumentinstrument or procedures is to the same as amended, novated, modified or other document herein shall be construed as referring to such agreement, instrument, or other document as replaced from time to time amended, supplemented, or otherwise modified (subject to any restrictions on such amendments, supplements, or modifications set forth herein or therein), (b) any time; reference to any laws herein shall be construed as referring to any a statute, by-law, statuteregulation, rule, regulationdelegated legislation or order is to the same as amended, ordinancemodified or replaced, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time time, and to any by-law, regulation, rule, delegated legislation or order made there under; and in case an index or reference used or referred to in this LSA ceases to be available or is materially changed or affected in its content, or no longer reflects the price of the commodity it refers to at the place it refers to, or the methodology used to calculate the index is materially altered as compared to how it was calculated at the date of execution of this LSA, Terminal Operator shall, after having consulted with the Shipper and the Other Shippers, provide an appropriate adjustment or replacement of such index in order to achieve as accurately as possible the objectives which were at the basis of the choice of the original index. Such adjustment or replacement shall apply automatically, as the case may be enacted, repealed, or amended, (c) any reference herein to any Person shall be construed to include after consultation of the Person’s successors concerned users and assigns, (d) 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, (e) any reference herein to approval by the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (f) all references herein to Articles, Sections, Exhibits, or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Schedules of this Agreement▇▇▇▇.

Interpretation. Whenever Except where the context may requireexpressly requires otherwise, (a) the use of any pronoun shall gender herein will be deemed to encompass references to either or both genders, and the use of the singular will be deemed to include the corresponding masculine, feminine, plural (and neuter forms. The vice versa); (b) the words “include”, “includes” and “including” shall will be deemed to be followed by the phrase “without limitation”. The ” and will not be interpreted to limit the provision to which it relates; (c) the word “willshall” shall will be construed to have the same meaning and effect as the word “shallwill”. The word “or” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, ; (ad) any definition of or reference to any agreement, instrument, instrument or other document herein shall will be construed as referring to such agreement, instrument, instrument or other document as from time to time amended, supplemented, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, supplements or modifications set forth herein or thereinherein), ; (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (ce) any reference herein to any Person shall will be construed to include the Person’s successors and assigns, ; (df) the words “herein”, “hereof”, ” and “hereunder”, and words of similar import, shall will be construed to refer to this Agreement in its entirety each of their entirety, as the context requires, and not to any particular provision hereof, ; (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (fg) all references herein to Articles, Sections, Exhibits, Exhibits or Schedules shall will be construed to refer to Articles, Sections, Exhibits, and Exhibits or Schedules of this Agreement, and references to this Agreement include all Exhibits and Schedules hereto; (h) the word “notice” means notice in writing (whether or not specifically stated) and will include notices, consents, approvals and other written communications contemplated under this Agreement; (i) provisions that require that a Party, the Parties or any committee hereunder “agree,” “consent” or “approve” or the like will require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise (but excluding e-mail and instant messaging); (j) references to any specific law, rule or regulation, or article, section or other division thereof, will be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof; and (k) the term “or” will be interpreted in the inclusive sense commonly associated with the term “and/or”.

Interpretation. Whenever (a) The Parties agree that they have been represented by counsel during the context may requirenegotiation and execution of this Agreement and therefore waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the Party drafting such agreement or document. (b) The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any pronoun shall include the corresponding masculine, feminine, and neuter formsparticular subdivision unless expressly so limited. The words “include”, this Article,” “includesthis Section” and “includingthis clause,” shall be deemed and words of similar import, refer only to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”Article, Section or clause hereof in which such words occur. The word “or” is exclusive, and the word “including” (in its various forms) means including without limitation. (c) Pronouns in masculine, feminine or neuter genders shall be construed to have state and include any other gender, and words, terms and titles (including terms defined herein) in the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument, or other document herein 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 or therein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (c) any reference herein to any Person singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. (d) References herein to any Person shall include such Person’s successors and assigns; provided, however, that nothing contained in this clause (d) the words “herein”, “hereof”, and “hereunder”, and words of similar import, is intended to authorize any assignment or transfer not otherwise permitted by this Agreement. (e) References herein to any Law shall be construed deemed to refer to such Law as amended, reenacted, supplemented or superseded in whole or in part and in effect from time to time and also to all rules and regulations promulgated thereunder. (f) References herein to any Contract mean such Contract as amended, supplemented or modified (including any waiver thereto) in accordance with the terms thereof. (g) Each representation, warranty, covenant and agreement contained in this Agreement will have independent significance, and the fact that any conduct or state of facts may be within the scope of two or more provisions in its entirety this Agreement, whether relating to the same or different subject matters and regardless of the relative levels of specificity, shall not to any particular provision hereof, be considered in construing or interpreting this Agreement. (eh) any reference Unless otherwise expressly provided herein to the words “mutually agree” or “mutual written agreement” contrary, accounting terms shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (f) all references herein to Articles, Sections, Exhibits, or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Schedules of this Agreementhave the meaning given by GAAP.

Interpretation. Whenever Except where the context may requireexpressly requires otherwise, (a) the use of any pronoun shall gender herein will be deemed to encompass references to either or both genders, and the use of the singular will be deemed to include the corresponding masculineplural (and vice versa), feminine, and neuter forms. The (b) the words “include”, “includes” and “including” shall will be deemed to be followed by the phrase “without limitation”. The ,” (c) the word “will” shall will be construed to have the same meaning and effect as the word “shall”. The word “or,” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (ad) any definition of or reference to any agreement, instrument, instrument or other document herein shall will be construed as referring to such agreement, instrument, instrument or other document as from time to time amended, supplemented, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, supplements or modifications set forth herein or thereinherein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (ce) any reference herein to any Person shall person or entity will be construed to include the Personperson’s or entity’s successors and assigns, (df) the words “herein”, ,” “hereof”, ,” and “hereunder”, and words of similar import, shall will be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (fg) all references herein to Articles, Sections, Exhibits, Sections or Schedules shall will be construed to refer to Articles, Sections, Exhibits, and Sections or Schedules of this Agreement, and references to this Agreement include all Schedules hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and will include notices, consents, approvals and other written communications contemplated under this Agreement, (i) provisions that require that a Party, the Parties or any committee hereunder “agree,” “consent,” or “approve” or the like will require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise (but excluding e-mail and instant messaging), (j) references to any specific law, rule or regulation, or article, section or other division thereof, will be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof, (k) the term “or” will be interpreted in the inclusive sense commonly associated with the term “and/or,” and (l) references to any Articles or Sections include Sections and subsections that are part of the related Section (e.g., a Section numbered “Section 2.2” would be part of “Article 2”, and references to “Section 2.2” would also refer to material contained in the subsection described as “Section 2.2(a)”).

Interpretation. Whenever (a) Unless the context otherwise requires: (i) References contained in this Agreement to the Preamble, Recitals and to specific Articles, Sections, Subsections or Exhibits shall refer, respectively, to the Preamble, Recitals, Articles, Sections, Subsections or Exhibits of this Agreement; (ii) References to any agreement or other document are to such agreement or document as amended, modified, supplemented or replaced from time to time; (iii) References to any statute or statutory provision include all rules and regulations promulgated pursuant to such statute or statutory provision, in each case as such statute, statutory provision, rules or regulations may requirebe amended, modified, supplemented or replaced from time to time; (iv) References to any pronoun shall Governmental Authority include any successor to such Governmental Authority; (v) Terms defined in the corresponding masculine, femininesingular have a comparable meaning when used in the plural, and neuter forms. vice versa; (vi) The words “include”, hereof,” “includesherein,” 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; (vii) The terms “Dollars” and “$” mean U.S. Dollars; and (viii) Wherever the word “include,” “includes,” or “including” is used in this Agreement, it shall be deemed to be followed by the phrase words “without limitation.”. (b) In the event of any inconsistency between this Agreement and any Exhibit hereto, the terms of such Exhibit shall prevail. (c) The word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “or” shall be construed to have the same meaning and effect as “and/or”. This headings contained in this Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference purposes only and shall have no effect on the meaning do not limit or otherwise affect any of the provisions hereofof this Agreement. (d) The Parties have participated jointly in the negotiation and drafting of this Agreement. Unless In the context requires otherwiseevent of an ambiguity or a question of intent or interpretation, (a) any definition of or reference to any agreement, instrument, or other document herein this Agreement shall be construed as referring to such agreementif drafted jointly by the Parties, instrument, and no presumption or other document as from time to time amended, supplemented, burden of proof shall arise favoring or otherwise modified (subject to disfavoring any restrictions on such amendments, supplements, or modifications set forth herein or therein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having Party by virtue of the effect of law authorship of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (c) any reference herein to any Person shall be construed to include the Person’s successors and assigns, (d) 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, (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (f) all references herein to Articles, Sections, Exhibits, or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Schedules of this Agreement. (e) In this Agreement, any provision which applies “until” a specified date shall apply on such specified date, and shall cease to apply on the date immediately following such specified date.

Interpretation. Whenever Unless specified to the contrary, references to Articles, Sections, Paragraphs and Exhibits mean the particular Articles, Sections, Exhibits and Paragraphs to this Agreement and references to this Agreement include all Exhibits hereto. Unless the context may requireclearly requires otherwise, any pronoun shall include whenever used in this Agreement: (a) the corresponding masculine, feminine, and neuter forms. The words “include”, “includes” and or “including” shall be deemed to be followed by the phrase construed as incorporating, also, “but not limited to” or “without limitation”. The word “will,” shall be construed to have whether or not such additional words are written; (b) the same meaning and effect as the word “shall”. The word “or” shall be construed to have the same its inclusive meaning and effect of “and/or” except when paired as “and/oreither/or”; (c) the word “day” or “quarter” or “year” means a calendar day or calendar quarter or calendar year unless otherwise specified; (d) the word “notice” shall require notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other communications contemplated under this Agreement; (e) the words “hereof,” “herein,” “hereunder,” “hereby” and derivative or similar words refer to this Agreement (including the Exhibits hereto); (f) provisions that require that a Party, the Parties or a committee hereunder “agree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter or otherwise; (g) words of any gender include the other gender; (h) words using the singular or plural number also include the plural or singular number, respectively; (i) references to any specific Law, article, section or other division thereof, shall be deemed to include the then-current amendments thereto or any replacement thereof; (j) the phrase “by or on behalf of” or “on behalf of” means, with respect to a Party, all Persons, including such Party’s employees, contractors, and consultants, acting under such Party’s authority and its Affiliates and, in the case of Angioblast, licensees, or in the case of Cephalon, Marketing Partners; provided, however, neither Party or its Affiliates (including their employees, contractors and consultants acting within the scope of their duties as such) shall be deemed to be acting “by or on behalf of” the other Party or its Affiliates hereto. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and Ambiguities, if any, in this Agreement shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument, or other document herein shall not be construed as referring to such agreementagainst any Party, 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 or therein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect irrespective of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time which Party may be enacted, repealed, or amended, (c) any reference herein deemed to any Person shall be construed to include have authored the Person’s successors and assigns, (d) 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, (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (f) all references herein to Articles, Sections, Exhibits, or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Schedules of this Agreementambiguous provision.

Interpretation. Whenever the context may require, any pronoun shall include the corresponding masculine, feminineThe captions and headings to this Agreement are for convenience only, and neuter formsare to be of no force or effect in construing or interpreting any of the provisions of this Agreement. The Unless specified to the contrary, references to Articles, Sections or Exhibits mean the particular Articles, Sections or Exhibits to this Agreement and references to this Agreement include all Exhibits hereto. In the event of any conflict between the main body of this Agreement and any Exhibit hereto, the main body of this Agreement shall prevail. Unless context otherwise clearly requires, whenever used in this Agreement: (a) the words “include”, “includes” and or “including” shall be deemed to be followed by the phrase construed as incorporating, also, “but not limited to” or “without limitation”. The word “will;” shall be construed to have the same meaning and effect as (b) the word “shall”. The word day” or “oryear” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions means a calendar day or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument, or other document herein shall be construed as referring to such agreement, instrument, or other document as from time to time amended, supplemented, or year unless otherwise modified (subject to any restrictions on such amendments, supplements, or modifications set forth herein or therein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, specified; (c) any reference herein to any Person the word “notice” shall be construed to mean notice in writing (whether or not specifically stated) and shall include the Person’s successors notices, consents, approvals and assigns, other written communications contemplated under this Agreement; (d) the words “hereof,” “herein”, ,” “hereof”, hereby” and “hereunder”, and derivative or similar words of similar import, shall be construed to refer to this Agreement in its entirety as a whole and not merely to any the particular provision hereof, in which such words appear; (e) any reference herein to the words “mutually shall” and “will” have interchangeable meanings for purposes of this Agreement; (f) provisions that require that a Party, the Parties or a committee hereunder “agree,” “consent” or “mutual approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement” shall not impose , letter, approved minutes or otherwise; (g) words of any obligation on either Party to agree gender include the other gender; (h) words using the singular or plural number also include the plural or singular number, respectively; (i) references to any terms relating specific law, rule or regulation, or article, section or other division thereof, shall be deemed to include the then-current amendments thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretionany replacement law, rule or regulation thereof; and (fj) all references herein to Articles, Sections, Exhibits, or Schedules neither Party shall be construed deemed to refer to Articles, Sections, Exhibits, and Schedules be acting on behalf of this Agreementthe other Party.

Interpretation. Whenever The definitions in Section 1 shall apply equally to both the singular and plural forms of the terms defined. Unless the context may requirerequires otherwise, any pronoun shall include the corresponding masculine, feminine, feminine and neuter forms. All references to Sections, Exhibits and Schedules shall be deemed to be references to Sections of, and Exhibits and Schedules to, this Agreement unless the context requires otherwise. All Exhibits and Schedules attached hereto shall be deemed incorporated herein as if set forth in full herein, and the words “hereof,” “herein” and “hereunder” and words of similar import shall refer to this Agreement as a whole, including all Schedules and Exhibits, and not to any particular provision of this Agreement. The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will.” shall be construed to have the same meaning and effect as the word “shall”. The word “or” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (a) any definition of or Any reference to any agreement, instrument, or other document herein 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 or therein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (c) any reference herein to any Person shall be construed to include the Person’s successors and assigns, (d) the words a “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, (e) any reference herein to the words “mutually agreeday” or “mutual written agreementdays” in this Agreement (as opposed to, for the sake of clarity, Business Days) are references to a “calendar day” or “calendar days,” respectively and shall not impose mean 12:00am UTC to 11:59pm UTC on such day. In any obligation on either situation where a Party has the ability to agree consent or withhold consent to any terms relating thereto an action under this Agreement, such consent may be given or to engage in discussions relating to such terms except as such Party may determine withheld in such Party’s sole discretion. In any situation where a Party must provide written notice to the other Party under this Agreement, email notice shall suffice. References to a Person are also to its permitted successors and permitted assigns. Except as otherwise expressly provided herein, any agreement, instrument or statute referred to herein means such agreement, instrument or statute as it may be amended, modified, supplemented or restated from time to time, including (in the case of agreements or instruments) by waiver or consent and (fin the case of statutes) all references herein to Articles, Sections, Exhibits, or Schedules shall be construed to refer to Articles, Sections, Exhibits, by succession of comparable successor statutes and Schedules of this Agreementreferences.

Interpretation. Whenever For purposes of this Agreement, (i) the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase words “without limitation”. The word “will,” shall be construed to have (ii) the same meaning and effect as the word “shall”. The word “or” shall be construed to have the same meaning is not exclusive and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument, or other document herein 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 or therein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (c) any reference herein to any Person shall be construed to include the Person’s successors and assigns, (diii) the words “herein”, “hereof”, “hereby”, “hereto” and “hereunder”, and words of similar import, shall be construed to ” refer to this Agreement in its entirety and not to any particular provision hereofas a whole. Unless the context otherwise requires, references herein: (ex) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (f) all references herein to Articles, Sections, ExhibitsExhibits and Schedules mean the Articles and Sections of, and the Exhibits and Schedules attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and by this Agreement; and (z) to a statute or regulation means such statute or regulation as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; provided that any fact or item disclosed in any section of the Schedules shall be construed deemed to refer have been disclosed with respect to Articles(a) the representations and warranties contained in the corresponding section, Sections, Exhibits, subsection or paragraph of this Agreement and Schedules (b) all other applicable representations or warranties in this Agreement if the applicability of such disclosure to any other applicable representation or warranty would be reasonably apparent on its face to a Person reviewing the Schedules. Titles to Articles and headings of Sections are inserted for convenience of reference only and shall not be deemed a part of or to affect the meaning or interpretation of this Agreement. References herein to the Business shall refer to the Business as operated by the Seller Parties. References to any Seller Party shall be deemed to include any entity that has been merged into or is otherwise a predecessor to such Seller Party with respect to the operation of the Business. This Agreement, the Buyer Ancillary Agreements and the Seller Ancillary Agreements shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

Interpretation. Whenever All headings are for convenience only and shall not affect the meaning of any provision of this Agreement. The Parties acknowledge that each Party has read and negotiated the language used in this Agreement. Because all Parties participated in negotiating and drafting this Agreement, no rule of construction shall apply to this Agreement which construes ambiguous language in favor of or against any Party by reason of that Party’s role in drafting this Agreement. Except where the context may requireexpressly requires otherwise, (a) the use of any pronoun shall gender herein will be deemed to encompass references to any genders, and the use of the singular will be deemed to include the corresponding masculineplural (and vice versa), feminine, and neuter forms. The (b) the words “include”, “includes” and “including” shall will be deemed to be followed by the phrase “without limitation”. The , (c) the word “will” shall will be construed to have the same meaning and effect as the word “shall”. The word “or” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (ad) any definition of or reference to any agreement, instrument, instrument or other document herein shall will be construed as referring to such agreement, instrument, instrument or other document as from time to time amended, supplemented, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, supplements or modifications set forth herein or thereinherein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (ce) any reference herein to any Person shall will be construed to include the Person’s successors and permitted assigns, (df) the words “herein”, “hereof”, ” and “hereunder”, and words of similar import, shall will be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (fg) all references herein to Articlessection, Sectionsattachments, Exhibitsappendices, exhibits or Schedules shall the like will be construed to refer to Articlessections, Sectionsattachments, Exhibitsappendices, and Schedules exhibits or the like of this Agreement, and references to this Agreement include all attachments, appendices, exhibits or the like attached hereto, (h) references to any Applicable Law, rule or regulation, or article, section or other division thereof, will be deemed to include the then-current amendments thereto or any replacement or successor Applicable Law, rule or regulation thereof and (i) the term “or” will be interpreted in the inclusive sense commonly associated with the term “and/or.”

Interpretation. Whenever The captions and headings to this Agreement are for convenience only and are to be of no force or effect in construing or interpreting any of the provisions of this Agreement. Except where the context may requireexpressly requires otherwise, (a) the use of any pronoun shall gender herein will be deemed to encompass references to either or both genders, and the use of the singular will be deemed to include the corresponding masculineplural (and vice versa), feminine, and neuter forms. The (b) the words “include”, ,” “includes,” and “including” shall will be deemed to be followed by the phrase “without limitation”. The ,” (c) the word “will” shall will be construed to have the same meaning and effect as the word “shall”. The word “or,” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (ad) any definition of or reference to any agreement, instrument, or other document herein shall will 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, supplements or modifications set forth herein or thereinherein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (ce) any reference herein to any Person shall person will be construed to include the Personperson’s successors and assigns, (df) the words “herein”, ,” “hereof”, ,” and “hereunder”, ” and words of similar import, shall will each be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (fg) all references herein to Articles, Sections, ExhibitsSchedules, or Schedules shall Exhibits will be construed to refer to Articles, Sections, ExhibitsSchedules, and Schedules or Exhibits of this Agreement, and references to this Agreement include all Schedules hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and will include notices, consents, approvals and other written communications contemplated under this Agreement, (i) provisions that require that a Party, the Parties or any committee hereunder “agree,” “consent,” “approve,” or the like will require that such agreement, consent, or approval be specific and in writing, whether by written agreement, letter, approved minutes, or otherwise (but excluding e-mail and instant messaging), (j) references to any specific law, rule or regulation, or Section or other division thereof, will be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof, and (k) the term “or” will be interpreted in the inclusive sense commonly associated with the term “and/or.”

Interpretation. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, feminine and neuter forms. The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. .” The word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “or.” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, otherwise (a) any definition of or reference to any agreement, instrument, instrument or other document herein shall be construed as referring to such agreement, instrument, instrument or other document as from time to time amended, supplementedrestated, amended and restated, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, supplements or modifications set forth herein or thereinherein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (c) any reference herein to any Person shall be construed to include the such Person’s successors and permitted assigns, (dc) 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, (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (fd) all references herein to Articles, Sections, Exhibits, or Exhibits and Schedules shall be construed to refer to Articles, Sections, ExhibitsSections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any Legal Requirement herein shall, unless otherwise specified, refer to such Legal Requirement as amended, restated, amended and restated, supplemented or otherwise modified from time to time, and any successor of such Legal Requirement, and (f) 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, securities, accounts and contract rights. All references to time of day herein are references to New York, New York, time unless otherwise specifically provided. Where the character or amount of any asset or liability or item of income or expense is required to be determined or any consolidation or other accounting computation is required to be made for the purposes of this Agreement, it shall be done in accordance with GAAP except where such principles are inconsistent with the specific provisions of this Agreement. All terms that are used in this Agreement which are defined in the Uniform Commercial Code of the State of New York as in effect from time to time (“UCC”) shall have the same meanings herein as such terms are defined in the UCC, unless this Agreement shall otherwise specifically provide. References “from” or “through” any date mean, unless otherwise specified, “from and including” or “through and including”, respectively. Unless otherwise specified herein, the settlement of all payments and fundings hereunder between or among the parties hereto shall be made in lawful money of the United States of America and in immediately available funds. All amounts used for purposes of financial calculations required to be made herein shall be without duplication. References to any statute or act, without additional reference, shall be deemed to refer to federal statutes and acts of the United States of America.

Interpretation. Whenever Unless specified to the contrary, references to Articles, Sections or Exhibits mean the particular Articles, Sections or Appendices to this Agreement and references to this Agreement include all Exhibits hereto. Unless the context may requireclearly requires otherwise, any pronoun shall include whenever used in this Agreement: (a) the corresponding masculine, feminine, and neuter forms. The words “include”, “includes” and or “including” shall be deemed to be followed by the phrase construed as incorporating, also, “but not limited to” or “without limitation”. The word “will,” shall be construed to have whether or not such additional words are written; (b) the same meaning and effect as the word “shall”. The word “or” shall be construed to have the same its inclusive meaning and effect of “and/or” except when paired as “and/oreither/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument, or other document herein 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 or therein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, ; (c) any reference herein to any Person shall be construed to include the Person’s successors and assigns, word “day” or “quarter” or “year” means a calendar day or calendar quarter or calendar year unless otherwise specified; (d) the word “notice” shall require notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other communications contemplated under this Agreement; (e) the words “hereof,” “herein”, “hereof”, and ,” “hereunder”, ,” “hereby” and derivative or similar words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof(including the Exhibits hereto); (f) provisions that require that a Party, (e) any reference herein to the words Parties or a committee hereunder “mutually agree,” “consent” or “mutual approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement” shall not impose , letter or otherwise; (g) words of any obligation on either Party to agree gender include the other gender; (h) words using the singular or plural number also include the plural or singular number, respectively; (i) references to any terms relating specific law, article, section or other division thereof, shall be deemed to include the then-current amendments thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, any replacement thereof; and (fj) all references dollars (and amounts indicated with the symbol “$”) mean United States dollars unless expressly stated otherwise. Each accounting term used herein that is not specifically defined herein shall have the meaning given to Articles, Sections, Exhibitsit under U.S. Generally Accepted Accounting Principles, or Schedules shall be construed other generally accepted cost accounting principles in the applicable territory, but only to refer to Articles, Sections, Exhibits, the extent consistent with its usage and Schedules of the other definitions in this Agreement.

Interpretation. Whenever The headings set forth in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No Party, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any Party. Unless otherwise indicated to the contrary herein by the context may requireor use thereof: (a) the words, “herein”, “hereto”, “hereof” and words of similar import refer to this Agreement as a whole, and not to any pronoun particular section, subsection, paragraph, subparagraph or clause set forth in this Agreement; (b) masculine gender shall also include the corresponding masculine, femininefeminine and neutral genders, and neuter forms. The vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) the words “include”, “includes” and or “including” shall be deemed to be followed by the phrase words “without limitation”. The word “will” shall be construed to have ; (e) the same meaning and effect as the word “shall”. The word “or” shall be construed is disjunctive but not necessarily exclusive; (f) the words “writing”, “written” and comparable terms refer to have printing, typing and other means of reproducing words (including electronic media) in a visible form; (g) the same meaning word “day” means calendar day unless Business Day is expressly specified; (h) the word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and such phrase shall not be strictly construed against either Party. The captions mean simply “if”; (i) all references to Articles or headings Sections are to Articles and Sections of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, this Agreement unless otherwise specified; (aj) any definition of or reference all references to any agreementLaw will be to such Law as amended, instrumentsupplemented or otherwise modified or re-enacted from time to time; (k) all references to any agreement (including this Agreement), document or other document herein shall be construed as referring to instrument means such agreement, instrument, document or other document instrument as amended or modified and in effect from time to time amendedin accordance with the terms thereof and, supplementedif applicable, or otherwise modified the terms hereof; and (subject to any restrictions on such amendments, supplements, or modifications set forth herein or therein), (bl) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (c) any reference herein to any Person shall be construed to include the Personperson includes such person’s successors and assigns, (d) assigns to the words “herein”, “hereof”extent such successors and assigns are permitted by the terms of any applicable agreement, and “hereunder”reference to a person in a particular capacity excludes such person in any other capacity or individually. If any action under this Agreement is required to be done or taken on a day that is not a Business Day, and words of similar import, then such action shall be construed required to refer to this Agreement in its entirety and be done or taken not to any particular provision hereof, (e) any reference herein to on such day but on the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (f) all references herein to Articles, Sections, Exhibits, or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Schedules of this Agreementfirst succeeding Business Day thereafter.

Interpretation. Whenever The table of contents and the section and other headings and subheadings contained in this Agreement and in the exhibits and schedules hereto are solely for the purpose of reference, are not part of the agreement of the parties hereto, and shall not in any way affect the meaning or interpretation of this Agreement or any exhibit or schedule hereto. All references to days or months shall be deemed references to calendar days or months. All references to “$” shall be deemed references to United States dollars. Unless the context may requireotherwise requires, any pronoun reference to an “Article,” a “Section,” an “Exhibit,” or a “Schedule” shall include the corresponding masculinebe deemed to refer to a section of this Agreement or an exhibit or schedule to this Agreement, feminine, and neuter formsas applicable. The words “hereof,” “herein” and “hereunder” and words of similar import referring to this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. Whenever the words “include”, ,” “includes” and or “including” are used in this Agreement, unless otherwise specifically provided, they shall be deemed to be followed by the phrase words “without limitation”. The word “will.” This Agreement shall be construed without regard to have any presumption or rule requiring construction or interpretation against the same meaning and effect as party drafting or causing the word document to be drafted. Unless specified otherwise, all references in this Agreement to an “shalloption”. The word , a right of “orconsent” or “election” (including terms correlative to the foregoing), or to other similar rights shall be construed deemed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions consents, rights to elections or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrumentoptions, or other document herein shall similar rights, as applicable, that may be construed as referring to withheld, conditioned or delayed at the sole discretion of the party holding such agreement, instrumentoption or right of consent or election, 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 or therein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreignsimilar right, as they from time to time the case may be enacted, repealed, or amended, (c) any reference herein to any Person shall be construed to include the Person’s successors and assigns, (d) 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, (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (f) all references herein to Articles, Sections, Exhibits, or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Schedules of this Agreementbe.

Interpretation. Whenever For all purposes of this Agreement, except as otherwise expressly provided or unless the context may requireotherwise requires: (a) headings preceding the text, any pronoun shall include the corresponding masculinearticles, feminine, and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “or” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or and/or other subdivisions hereof are inserted for convenience only as and do not form a matter part of convenience this Agreement and are not intended to interpret, define or for reference and shall have no effect on limit the meaning scope, extent or intent of the this Agreement or any provisions hereof. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument, or other document herein 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 or therein), ; (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (c) any reference herein to any Person shall be construed to include the Person’s successors and assigns, (d) the words “herein”, “hereof”, ” and “hereunder”, ” and other words of similar import, shall be construed to import refer to this Agreement in its entirety as a whole and not to any particular provision hereofarticle, section or other subdivision of this Agreement; (c) the word “including”, when following any general statement, term or matter, is not to be construed to limit such general statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non- limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto but rather refers to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter; (d) a reference to an article, section, schedule or other subdivision is a reference to the specified article, section, schedule or other subdivision of this Agreement; (e) any a reference herein to a statute or a section of a statute will include and will be deemed to be a reference to such statute or section and to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree regulations made pursuant thereto, with all amendments made thereto and in force at the relevant time, and to any terms relating thereto statute, section of a statute or regulation that may be passed which has the effect of supplementing or superseding the statute or section so referred to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and or the regulations made pursuant thereto; (f) all references herein a reference to Articlesany agreement is a reference to such agreement as amended, Sectionsrestated, Exhibitssupplemented, replaced and/or modified from time to time; (g) a reference to a document in the agreed form means in the form agreed among the Parties and signed by the Parties (or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Schedules their respective Representatives on the date of this Agreement); (h) a reference to any Person will include and will be deemed to be a reference to each Person that is the successor of such Person; (i) words importing one gender will include each other gender and words in the singular include the plural and vice versa; and (j) unless otherwise specified, all dollar amounts in this Agreement, including the symbol “$”, refer to lawful currency of Canada.

Interpretation. Whenever In this Agreement and in the Exhibit to this Agreement, except to the extent that the context may require, any pronoun otherwise requires: (a) the headings are for convenience of reference only and shall not affect the interpretation of this Agreement; (b) defined terms include the corresponding masculineplural as well as the singular and vice versa; (c) words importing gender include all genders; (d) a reference to any statute or statutory provision shall be construed as a reference to the same as it may have been or may from time to time be amended, feminineextended, re-enacted or consolidated and to all statutory instruments or orders made under it; (e) any reference to a “day” or a “Business Day” shall mean the whole of such day, being the period of 24 hours running from midnight to midnight; (f) references to Articles, Sections, subsections, clauses and Exhibits are references to Articles, Sections, subsections, clauses and Exhibits to, this Agreement; (g) the word “or” is not exclusive, and neuter forms. The has the meaning represented by the phrase “and/or,” unless the context clearly prohibits that construction; (i) the words “include”, “includesincluding” and “includinginclude” and other words of similar import shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as ; (j) the word “shall”. The word extent” in the phrase “orto the extent” (or similar phrases) shall be construed mean the degree to have the same meaning which a subject or other thing extends, and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and such phrase shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwisemean simply “if”; (k) unless otherwise specified, (a) any definition of or reference references to any agreement, instrument, or other document herein 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 or therein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (c) any reference herein to any Person shall be construed to include the Person’s successors and assigns, (d) the words “herein”, “hereof”, and “hereunder”, and words of similar import, shall be construed to refer party to this Agreement in or any other document or agreement shall include its entirety successors and not permitted assigns; (l) all references to any particular provision hereof, (e) any reference herein to the words “mutually agree$” or “mutual written agreementdollars” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and mean the lawful currency of the United States of America; (fm) all references herein to Articles, Sections, Exhibits, or Schedules no rule of construction against the draftsperson shall be construed to refer to Articles, Sections, Exhibits, and Schedules applied in connection with the interpretation or enforcement of this Agreement, as this Agreement is the product of negotiation between sophisticated parties advised by counsel; and (n) whenever this Agreement shall require a party to take an action, such requirement shall be deemed an undertaking by such party to cause it and its subsidiaries, and to use its reasonable efforts to cause its other affiliates, to take appropriate action in connection therewith.

Interpretation. (a) The foregoing definitions are equally applicable to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, feminine and neuter forms. The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. .” The word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “or.” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (ai) any definition of or reference to any agreement, instrument, instrument or other document herein (including any Loan Document) shall be construed as referring to such agreement, instrument, instrument or other document as from time to time amended, supplementedrestated, amended and restated, supplemented or otherwise modified or extended or renewed (subject to any restrictions on such amendments, supplementsrestatements, amendments and restatements, supplements or modifications set forth herein or thereinherein, if any), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (cii) any reference herein to any Person shall be construed to include the such Person’s successors and permitted assigns, (diii) the words “hereto,” “herein”, ,” “hereof”, ” and “hereunder”, ,” and words of similar importimport when used in any Loan Document, shall be construed to refer to this Agreement such Loan Document in its entirety and not to any particular provision hereofthereof, (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (fiv) all references herein in a Loan Document to Articles, Sections, Exhibitssubsections, or paragraphs, clauses, Exhibits and Schedules shall be construed to refer to Articles, Sections, Exhibitssubsections, paragraphs and clauses of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) 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, securities, accounts and contract rights. In the computation of this Agreementperiods 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.” All references to time of day herein are references to New York, New York time unless otherwise specifically provided.

Interpretation. (a) As used in this Agreement, references to the following terms have the meanings indicated: (i) to the Preamble or to the Recitals, Sections, Articles or Schedules are to the Preamble or a Recital, Section or Article of, or a Schedule to, this Agreement unless otherwise clearly indicated to the contrary; (ii) to any Contract (including this Agreement) or “organizational document” are to the Contract or organizational document as amended, modified, supplemented or replaced from time to time; (iii) to any Law are to such Law as amended, modified, supplemented or replaced from time to time and any rules or regulations promulgated thereunder and to any section of any Law including any successor to such section; (iv) to any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (v) to any “copy” of any Contract or other document or instrument are to a true and complete copy thereof; (vi) to “hereof,” “herein,” “hereunder,” “hereby,” “herewith” and words of similar import refer to this Agreement as a whole and not to any particular Article, Section or clause of this Agreement, unless otherwise clearly indicated to the contrary; (vii) to the “date of this Agreement,” “the date hereof” and words of similar import refer to February 7, 2020; and (viii) to “this Agreement” includes the Schedule to this Agreement. (b) Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words “include”, ,” “includes” and or “including” shall are used in this Agreement, they will be deemed to be followed by the phrase words “without limitation”. The word “will.” shall be construed to have the same meaning and effect as the word “shall”. The word “or” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Partyexclusive. The captions Any singular term in this Agreement will be deemed to include the plural, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine or headings neuter, singular or plural, as the identity of the sections Person referred to may require. Where a word or phrase is defined herein, each of its other subdivisions hereof are inserted only as a matter of convenience or for reference and grammatical forms shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument, or other document herein 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 or therein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, a corresponding meaning. (c) Whenever the last day for the exercise of any reference herein right or the discharge of any duty under this Agreement falls on a day other than a Business Day, the party hereto having such right or duty shall have until the next Business Day to any Person exercise such right or discharge such duty. Unless otherwise indicated, the word “day” shall be construed to include the Person’s successors and assigns, interpreted as a calendar day. (d) the words “herein”, “hereof”, and “hereunder”, and words of similar import, shall be construed to refer to The headings contained in this Agreement are for reference purposes only and will not affect in its entirety and not to any particular provision hereof, (e) any reference herein to way the words “mutually agree” meaning or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (f) all references herein to Articles, Sections, Exhibits, or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Schedules interpretation of this Agreement. (e) References to a “party” hereto means the Company, Parent or a Shareholder and references to “parties” hereto means the Company, Parent and the Shareholders unless the context otherwise requires. (f) References to “dollars” or “$” mean United States dollars, unless otherwise clearly indicated to the contrary.

Interpretation. Whenever Except where the context may requireexpressly requires otherwise, (a) the use of any pronoun shall gender herein will be deemed to encompass references to either or both genders, and the use of the singular will be deemed to include the corresponding masculineplural (and vice versa), feminine, and neuter forms. The (b) the words “include”, “includes” and “including” shall will be deemed to be followed by the phrase “without limitation”. The , (c) the word “will” shall will be construed to have the same meaning and effect as the word “shall”. The word “or” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (ad) any definition of or reference to any agreement, instrument, instrument or other document herein shall will be construed as referring to such agreement, instrument, instrument or other document as from time to time amended, supplemented, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, supplements or modifications set forth herein or thereinherein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (ce) any reference herein to any Person shall will be construed to include the Person’s successors and assigns, (df) the words “herein”, “hereof”, ” and “hereunder”, and words of similar import, shall will be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (fg) all references herein to Articles, Sections, Exhibits, or Schedules shall will be construed to refer to Articles, Sections, Exhibits, and Sections or Schedules of this Agreement, and references to this Agreement include all Schedules hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and will include notices, consents, approvals and other written communications contemplated under this Agreement, (i) provisions that require that a Party, the Parties or any committee hereunder “agree,” “consent” or “approve” or the like will require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise (but excluding e-mail and instant messaging), (j) references to any specific law, rule or regulation, or article, section or other division thereof, will be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof, and (k) the term “or” will be interpreted in the inclusive sense commonly associated with the term “and/or.”

Interpretation. (a) As used in this Agreement, references to the following terms have the meanings indicated: (i) to the Preamble or to the Recitals, Sections, Articles, Exhibits or Schedules are to the Preamble or a Recital, Section or Article of, or an Exhibit or Schedule to, this Agreement unless otherwise clearly indicated to the contrary; (ii) to any Contract (including this Agreement) are to the Contract as amended, modified, supplemented or replaced from time to time; (iii) to any Law are to such Law as amended, modified, supplemented or replaced from time to time and all rules and regulations promulgated thereunder, and to any section of any Law include any successor to such section; (iv) to any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (v) to any “copy” of any Contract or other document or instrument are to a true, correct and complete copy thereof; (vi) to “hereof,” “herein,” “hereunder,” “hereby,” “herewith” and words of similar import refer to this Agreement as a whole and not to any particular Article, Section or clause of this Agreement, unless otherwise clearly indicated to the contrary; (vii) to the “date of this Agreement,” “the date hereof” and words of similar import refer to [●] [●], 2024; and (viii) to “this Agreement” includes the Exhibits and Schedules. (b) Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words “include”, ,” “includes” and or “including” shall are used in this Agreement, they will be deemed to be followed by the phrase words “without limitation”. The word “will.” shall be construed to have the same meaning and effect as the word “shall”. The word “or” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall need not be strictly construed against either Partydisjunctive. The captions Any singular term in this Agreement will be deemed to include the plural, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine or headings neuter, singular or plural, as the identity of the sections Person referred to may require. Where a word or phrase is defined herein, each of its other subdivisions hereof are inserted only as a matter of convenience or for reference and grammatical forms shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument, or other document herein 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 or therein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, a corresponding meaning. (c) Whenever the last day for the exercise of any reference herein right or the discharge of any duty under this Agreement falls on a day other than a Business Day, the party having such right or duty shall have until the next Business Day to exercise such right or discharge such duty. Unless otherwise indicated, the word “day” shall be interpreted as a calendar day. With respect to any Person shall be construed determination of any period of time, unless otherwise set forth herein, the word “from” means “from and including” and the word “to” means “to include the Person’s successors and assigns, but excluding.” (d) the words “herein”, “hereof”, The table of contents and “hereunder”, and words of similar import, shall be construed to refer to headings contained in this Agreement are for reference purposes only and will not affect in its entirety and not to any particular provision hereof, (e) any reference herein to way the words “mutually agree” meaning or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (f) all references herein to Articles, Sections, Exhibits, or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Schedules interpretation of this Agreement. (e) References to a “party” means Cedant or Reinsurer and references to “parties” means Cedant and Reinsurer unless the context otherwise requires.

Interpretation. Whenever In this Agreement: (a) Clause headings and the context may requiretable of contents are inserted for convenience of reference only and shall be ignored in the interpretation of this Agreement; (b) subject to any specific provision of this Agreement or of any assignment and/or participation or syndication agreement of any nature whatsoever, any pronoun shall include reference to each of the corresponding masculine, feminine, parties hereto and neuter forms. The words “include”, “includes” and “including” to the other Finance Documents shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “or” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument, or other document herein shall be construed as referring and/or 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 or therein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreigninclude, as they from time to time may be enactedappropriate, repealed, or amended, their respective successors and permitted assigns; (c) any reference herein to any Person shall be construed to where the context so admits, words in the singular include the Person’s successors plural and assigns, vice versa; (d) the words “herein”including” and “in particular” shall not be construed as limiting the generality of any foregoing words; (e) references to (or to any specified provisions of) a Finance Document or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as it may from time to time be amended, “hereof”restated, novated or replaced, however fundamentally, whether before the date of this Agreement or otherwise; (f) references to Clauses and Schedules are to be construed as references to the Clauses of, and “hereunder”the Schedules to, the relevant Finance Document and words references to a Finance Document include all the terms of similar importthat Finance Document and any Schedules, Annexes or Appendices thereto, which form an integral part of same; (g) references to the opinion of the Lender or a determination or acceptance by the Lender or to documents, acts, or persons acceptable or satisfactory to the Lender or the like shall be construed as reference to refer opinion, determination, acceptance or satisfaction of the Lender at the sole discretion of the Lender, and such opinion, determination, acceptance or satisfaction of the Lender shall be conclusive and binding on the Borrower; (h) references to a “regulation” include any present or future regulation, rule, directive, requirement, request or guideline (whether or not having the force of law) of any governmental or intergovernmental body, agency, authority, central bank or government department or any self-regulatory or other national or supra-national authority or organisation and includes (without limitation) any Basel II Regulation or Basel III Regulation; (i) references to any person include such person’s assignees and successors in title; and (j) references to or to a provision of, any law include any amendment, extension, re-enactment or replacement, whether made before the date of this Agreement in its entirety and not to any particular provision hereof, (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (f) all references herein to Articles, Sections, Exhibits, or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Schedules of this Agreementotherwise.

Interpretation. (a) As used in this Agreement, references to the following terms have the meanings indicated: (i) to the Preamble or to the Recitals, Sections, Articles, Exhibits or Schedules are to the Preamble or a Recital, Section or Article of, or an Exhibit or Schedule to, this Agreement unless otherwise clearly indicated to the contrary; (ii) to any Contract (including this Agreement) or “organizational document” are to the Contract or organizational document as amended, modified, supplemented or replaced from time to time; (iii) to any Law are to such Law as amended, modified, supplemented or replaced from time to time and any rules or regulations promulgated thereunder and to any section of any Law including any successor to such section; (iv) to any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (v) to any “copy” of any Contract or other document or instrument are to a true and complete copy thereof; (vi) to “hereof,” “herein,” “hereunder,” “hereby,” “herewith” and words of similar import refer to this Agreement as a whole and not to any particular Article, Section or clause of this Agreement, unless otherwise clearly indicated to the contrary; (vii) to the “date of this Agreement,” “the date hereof” and words of similar import refer to February 7, 2020; and (viii) to “this Agreement” includes the Exhibits and Schedules (including the Company Disclosure Letter and the Parent Disclosure Letter) to this Agreement. (b) Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words “include”, ,” “includes” and or “including” shall are used in this Agreement, they will be deemed to be followed by the phrase words “without limitation”. The word “will.” shall be construed to have the same meaning and effect as the word “shall”. The word “or” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Partyexclusive. The captions Any singular term in this Agreement will be deemed to include the plural, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine or headings neuter, singular or plural, as the identity of the sections Person referred to may require. Where a word or phrase is defined herein, each of its other subdivisions hereof are inserted only as a matter of convenience or for reference and grammatical forms shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument, or other document herein 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 or therein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, a corresponding meaning. (c) Whenever the last day for the exercise of any reference herein right or the discharge of any duty under this Agreement falls on a day other than a Business Day, the party hereto having such right or duty shall have until the next Business Day to any Person exercise such right or discharge such duty. Unless otherwise indicated, the word “day” shall be construed to include the Person’s successors and assigns, interpreted as a calendar day. (d) the words “herein”, “hereof”, The table of contents and “hereunder”, and words of similar import, shall be construed to refer to headings contained in this Agreement are for reference purposes only and will not affect in its entirety and not to any particular provision hereof, (e) any reference herein to way the words “mutually agree” meaning or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (f) all references herein to Articles, Sections, Exhibits, or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Schedules interpretation of this Agreement. (e) References to a “party” hereto means Parent, Merger Sub I, Merger Sub II or the Company and references to “parties” hereto means Parent, Merger Sub I, Merger Sub II and the Company. (f) References to “dollars” or “$” mean United States dollars, unless otherwise clearly indicated to the contrary.

Interpretation. Whenever the context may require, any pronoun shall include the corresponding masculine, feminineThe captions and headings to this Agreement are for convenience only, and neuter formsare to be of no force or effect in construing or interpreting any of the provisions of this Agreement. The Unless specified to the contrary, references to Articles, Sections, Schedules or Exhibits mean the particular Articles, Sections, Schedules or Exhibits to this Agreement and references to this Agreement include all Exhibits hereto. In the event of any conflict between the main body of this Agreement and any Exhibit hereto, the main body of this Agreement shall prevail. Unless context otherwise clearly requires, whenever used in this Agreement: (a) the words “include”, “includes” and or “including” shall be deemed to be followed by the phrase construed as incorporating, also, “but not limited to” or “without limitation”. The word “will” shall be construed to have the same meaning and effect as ; (b) the word “shall”. The word day” or “oryear” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions means a calendar day or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument, or other document herein shall be construed as referring to such agreement, instrument, or other document as from time to time amended, supplemented, or year unless otherwise modified (subject to any restrictions on such amendments, supplements, or modifications set forth herein or therein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, specified; (c) any reference herein to any Person the word “notice” means notice in writing (whether or not specifically stated) and shall be construed to include the Person’s successors notices, consents, approvals and assigns, other written communications contemplated under this Agreement; (d) the words “hereof,” “herein”, ,” “hereof”, hereby” and “hereunder”, and derivative or similar words of similar import, shall be construed to refer to this Agreement in its entirety as a whole and not merely to any the particular provision hereof, in which such words appear; (e) any reference herein to the words “mutually shall” and “will” have interchangeable meanings for purposes of this Agreement; (f) provisions that require that a Party, the Parties or a committee hereunder “agree,” “consent” or “mutual approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise; (g) words of any gender include the other gender; (h) words using the singular or plural number also include the plural or singular number, respectively; (i) references to any specific law, rule or regulation, or article, section or other division thereof, shall be deemed to include the then-current amendments thereto or any replacement law, rule or regulation thereof; (j) the phrase “non-refundable” shall not impose any obligation on prohibit, limit or restrict either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (f) all references herein right to Articles, Sections, Exhibits, or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Schedules obtain damages in connection with a breach of this Agreement; and (k) neither Party shall be deemed to be acting on behalf of the other Party.

Interpretation. Whenever In this Agreement and the Ancillary Agreements, unless the context may require, any pronoun shall clearly indicates otherwise: (a) words used in the singular include the corresponding masculine, feminine, plural and neuter forms. The words “used in the plural include the singular; (b) the words "include”, “," "includes” " and “"including” " shall be deemed to be followed by the phrase “words "without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “or” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument, or other document herein 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 or therein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, "; (c) any reference herein to any Person the word "or" shall be construed to include have the Person’s successors and assigns, inclusive meaning represented by the phrase "and/or"; (d) relative to the words “herein”determination of any period of time, “hereof”, "from" means "from and “hereunder”, including," "to" means "to but excluding" and words of similar import, shall be construed to refer to this Agreement in its entirety "through" means "through and not to any particular provision hereof, including"; (e) any reference accounting terms used herein shall have the meanings historically ascribed to them by United Online and its Subsidiaries, including FTD and United Online, in its and their internal accounting and financial policies and procedures in effect immediately prior to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and date of this Agreement; (f) all references herein to Articles, Sections, Exhibitsparagraphs, subparagraphs, clauses, Exhibits or Schedules shall be construed to refer deemed references to Articles, Sections, Exhibitsparagraphs, subparagraphs or clauses of, or Exhibits or Schedules to, this Agreement; (g) reference to any agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and by this Agreement; (h) reference to any Law means such Law (including any and all rules and regulations promulgated thereunder) as amended, modified, codified or reenacted, in whole or in part, and Schedules in effect at the time of determining compliance or applicability; (i) references to any Person include such Person's successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement; a reference to a third party shall be deemed to mean a Person who is not a Party or an Affiliate of a Party; (j) if there is any conflict between the provisions of the main body of this Agreement or an Ancillary Agreement and the Exhibits or Schedules hereto or thereto, the provisions of the main body of this Agreement or the Ancillary Agreement., as applicable, shall control unless explicitly stated otherwise in such Exhibits or Schedule; (k) if there is any conflict between the provisions of this Agreement and any Ancillary Agreement, the provisions of such Ancillary Agreement shall control (but only with respect to the subject matter thereof) unless explicitly stated otherwise therein; and (l) any portion of this Agreement or any Ancillary Agreement obligating a Party to take any action or to refrain from taking any action, as the case may be, shall mean that such Party shall also be obligated to cause its relevant Subsidiaries to take such action or to refrain from taking such action, as the case may be. ARTICLE II

Interpretation. Whenever Except where the context may requireexpressly requires otherwise, (a) the use of any pronoun shall gender herein will be deemed to encompass references to either or both genders, and the use of the singular will be deemed to include the corresponding masculineplural (and vice versa), feminine, and neuter forms. The (b) the words “include”, ,” “includes” and “including” shall will be deemed to be followed by the phrase “without limitation”. The ,” (c) the word “will” shall will be construed to have the same meaning and effect as the word “shall”. The word “or,” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (ad) any definition of or reference to any agreement, instrument, instrument or other document herein shall will be construed as referring to such agreement, instrument, instrument or other document as from time to time amended, supplemented, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, supplements or modifications set forth herein or thereinherein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (ce) any reference herein to any Person shall will be construed to include the Person’s successors and assigns, (df) the words “herein”, ,” “hereof”, ” and “hereunder”, ,” and words of similar import, shall will be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (fg) all references herein to Articles, Sections, Exhibits, Sections or Schedules shall will be construed to refer to Articles, Sections, Exhibits, and Sections or Schedules of this Agreement, and references to this Agreement include all Schedules hereto, (h) except as otherwise expressly set forth herein, provisions that require that a Party, the Parties or any committee hereunder “agree,” “consent” or “approve” or the like will require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise (but excluding e-mail and instant messaging), (i) references to any specific law, rule or regulation, or article, section or other division thereof, will be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof, (j) any action or occurrence deemed to be effective as of a particular date will be deemed to be effective as of 11:59 PM ET on such date and (k) the term “or” will be interpreted in the inclusive sense commonly associated with the term “or” (and/or). Unless otherwise specified, deadlines within which any payment is to be made or act is to be done within or following a specified time period after a date will be calculated by excluding the day, Business Day, month or year of such date, as applicable, and including the day, Business Day, month or year of the date on which the period ends. Whenever any payment is to be made or action to be taken under this Agreement is required to be made or taken on a day other than a Business Day, such payment will be made or action taken on the next Business Day following such day to make such payment or do such act. The preamble to this Agreement and the descriptive headings of Articles and Sections are inserted solely for convenience of reference and are not intended as complete or accurate descriptions of the content of this Agreement or of such Articles or Sections.

Interpretation. Whenever the context may require, any pronoun shall include the corresponding masculine, feminineThe captions and headings to this Agreement are for convenience only, and neuter formsare to be of no force or effect in construing or interpreting any of the provisions of this Agreement. The Unless specified to the contrary, references to Articles, Sections or Exhibits mean the particular Articles, Sections or Exhibits of this Agreement and references to this Agreement include all Exhibits hereto. Unless context otherwise clearly requires, whenever used in this Agreement: (a) the words “include”, “includes” and or “including” shall be deemed to be followed by construed as incorporating also the phrase “but not limited to” or “without limitation”. The ; (b) the word “day” or “quarter” shall mean a calendar day or quarter, unless otherwise specified; (c) the word “notice” shall mean notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement; (d) the words “hereof,” “herein,” “hereby” and derivative or similar words refer to this Agreement (including any Exhibits); (e) provisions that require that a Party, the Parties or the JC hereunder to “agree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise; (f) words of any gender include the other gender; (g) words using the singular or plural number also include the plural or singular number, respectively; (h) references to any specific law, rule or regulation, or article, section or other division thereof, shall be deemed to include the then-current amendments thereto or any replacement law, rule or regulation thereof; and (i) the word “will” shall be construed to have the same meaning and effect as the word “shall”. Ambiguities, if any, in this Agreement shall not be construed against any Party, irrespective of which Party may be deemed to have authored the ambiguous provision. The word “or” language of this Agreement shall be construed deemed to have be the same meaning language mutually chosen by the Parties and effect as “and/or”no rule of strict construction shall be applied against either Party hereto. This Agreement has been prepared jointly with the assistance of counsel and shall not should be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument, or other document herein 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 or therein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (c) any reference herein to any Person shall be construed to include the Person’s successors and assigns, (d) the words “herein”, “hereof”, and “hereunder”, and words of similar import, shall be construed to refer to this Agreement interpreted in its entirety and not to any particular provision hereof, (e) any reference herein to the words “mutually agree” or “mutual written agreement” fact that certain provisions of this Agreement may be cross-referenced in a Section shall not impose any obligation on either Party be deemed or construed to agree to any terms relating thereto or to engage in discussions relating limit the application of other provisions of this Agreement to such terms except as such Party may determine in such Party’s sole discretion, Section and (f) all references herein to Articles, Sections, Exhibits, or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Schedules of this Agreementvice versa.

Interpretation. Whenever In the context may requirecase of this Agreement and each other Loan Document, any pronoun shall include (a) the corresponding masculinemeanings of defined terms are equally applicable to the singular and plural forms of the defined terms; (b) Annex, feminineExhibit, Schedule and neuter forms. The Section references are to such Loan Document unless otherwise specified; (c) the term “including” is not limiting and means “including but not limited to”; (d) 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 “include”, “includesto” and “until” each mean “to but excluding”, and the word “through” means “to and including” ”; (e) unless otherwise expressly provided in such Loan Document, (i) references to agreements and other contractual instruments shall be deemed to be followed include all subsequent amendments and other modifications thereto, but only to the extent such amendments and other modifications are not prohibited by the phrase “without limitation”. The word “will” shall be construed to have the same meaning terms of any Loan Document, and effect as the word “shall”. The word “or” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (aii) any definition of or reference references to any agreement, instrument, statute or other document herein regulation shall be construed as referring to including all statutory and regulatory provisions amending, replacing, supplementing or interpreting such agreement, instrument, statute 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 or therein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (c) any reference herein to any Person shall be construed to include the Person’s successors and assigns, (d) 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, (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and ; (f) this Agreement and the other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters, all references herein to Articles, Sections, Exhibits, or Schedules of which are cumulative and each shall be performed in accordance with its terms and (g) this Agreement and the other Loan Documents are the result of negotiations among and have been reviewed by counsel to Agent, Borrower, Lenders and the other parties hereto and thereto and are the products of all parties; accordingly, they shall not be construed against Borrower, Agent or Lenders merely because of Borrower’s, Agent’s or Lenders’ involvement in their preparation. Except where otherwise expressly provided in the Loan Documents, in any instance where the approval, consent or the exercise of Agent’s judgment is required, the granting or denial of such approval or consent and the exercise of such judgment shall be (x) within the sole and absolute discretion of Agent and/or Lenders, acting in good faith; and (y) deemed to refer to Articles, Sections, Exhibits, and Schedules of this Agreementhave been given only by a specific writing intended for such purpose executed by Agent.

Interpretation. Whenever Except where the context may requireexpressly requires otherwise: (a) the use of any gender herein shall be deemed to encompass references to either or both genders, any pronoun and the use of the singular shall be deemed to include the corresponding masculine, feminine, plural (and neuter forms. The vice versa); (b) the words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The ; (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “or” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, ; (ad) any definition of or reference to any agreement, instrument, instrument or other document herein shall be construed as referring to such agreement, instrument, instrument or other document as from time to time amended, supplemented, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, supplements or modifications set forth herein or thereinherein), ; (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (ce) any reference herein to any Person person shall be construed to include the Personperson’s successors and assigns, ; (df) 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, ; (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (fg) all references herein to Articles, Sections, Exhibits, Exhibits or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Exhibits or Schedules of this Agreement, and references to this Agreement include all Exhibits and Schedules hereto; (h) the word “notice” means notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement; (i) provisions that require that a Party, the Parties or any committee hereunder “agree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, email, approved minutes or otherwise (but excluding instant messaging); (j) references to any specific law, rule or regulation, or article, section or other division thereof, shall be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof; (k) the term “or” shall be interpreted in the inclusive sense commonly associated with the term “and/or”; and (l) the term “to the extent” shall be interpreted to mean the extent or degree to which a subject or thing extends, and shall not simply be construed to mean the word “if.”

Interpretation. Whenever Except where the context may requireexpressly requires otherwise, (a) the use of any pronoun shall gender herein will be deemed to encompass references to either or both genders, and the use of the singular will be deemed to include the corresponding masculineplural (and vice versa), feminine, and neuter forms. The (b) the words “include”, “includes” and “including” shall will be deemed to be followed by the phrase “without limitation”. The , (c) the word “will” shall will be construed to have the same meaning and effect as the word “shall”. The word “or” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument, or other document herein 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 or therein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (cd) any reference herein to any Person shall will be construed to include the Person’s successors and assigns, (de) the words “herein”, “hereof”, ” and “hereunder”, and words of similar import, shall will be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (f) all references herein to Articles, Sections, Exhibits, Sections or Schedules shall Exhibits will be construed to refer to Articles, Sections, Exhibits, and Schedules Sections or Exhibits of this Agreement, and references to this Agreement include all Exhibits hereto, (g) the word “notice” means notice in writing (whether or not specifically stated) and will include notices, consents, approvals and other written communications contemplated under this Agreement, (h) provisions that require a Party, the Parties or any committee hereunder to “agree,” “consent” or “approve” or the like will require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise (but excluding text and instant messaging), (i) references to any specific law, rule or regulation, or article, section or other division thereof, will be deemed to include any amendments thereto or any replacement or successor law, rule or regulation thereof, and (j) the term “or” will be interpreted in the inclusive sense commonly associated with the term “and/or.”

Interpretation. Whenever Except where the context may requireexpressly requires otherwise, (a) the use of any pronoun gender herein shall be deemed to encompass references to either or both genders, and the use of the singular shall be deemed to include the corresponding masculineplural (and vice versa), feminine, and neuter forms. The (b) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The , (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “or” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (ad) any definition of or reference to any agreement, instrument, instrument or other document herein shall be construed as referring to such agreement, instrument, instrument or other document as from time to time amended, supplemented, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, supplements or modifications set forth herein or thereinherein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (ce) any reference herein to any Person shall be construed to include the Person’s successors and assigns, (df) 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, (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (fg) all references herein to Articles, Sections, Exhibits, Exhibits or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Exhibits or Schedules of this Agreement, and references to this Agreement include all Exhibits and Schedules hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement, (i) provisions that require that a Party, the Parties or any committee hereunder “agree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise (but excluding e-mail and instant messaging), (j) references to any specific law, rule or regulation, or article, section or other division thereof, shall be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof and (k) the term “or” shall be interpreted in the inclusive sense commonly associated with the term “and/or”.

Interpretation. Whenever the context may require, any pronoun shall include the corresponding masculine, feminineThe captions and headings to this Agreement are for convenience only, and neuter formsare to be of no force or effect in construing or interpreting any of the provisions of this Agreement. The Unless specified to the contrary, references to Articles, Sections or Exhibits mean the particular Articles, Sections or Exhibits of this Agreement and references to this Agreement include all Exhibits hereto. Unless context otherwise clearly requires, whenever used in this Agreement: (a) the words “include”, “includes” and or “including” shall be deemed to be followed by construed as incorporating also the phrase “but not limited to” or “without limitation”. The ; (b) the word “day” or “quarter” shall mean a calendar day or quarter, unless otherwise specified; (c) the word “notice” shall mean notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement; (d) the words “hereof,” “herein,” “hereby” and derivative or similar words refer to this Agreement (including any Exhibits); (e) provisions that require that a Party, the Parties or the JRC hereunder “agree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise; (f) words of any gender include the other gender; (g) words using the singular or plural number also include the plural or singular number, respectively; (h) references to any specific law, rule or regulation, or article, section or other division thereof, shall be deemed to include the then-current amendments thereto or any replacement law, rule or regulation thereof; and (i) the word “will” shall be construed to have the same meaning and effect as the word “shall”. Ambiguities, if any, in this Agreement shall not be construed against any Party, irrespective of which Party may be deemed to have authored the ambiguous provision. The word “or” language of this Agreement shall be construed deemed to have be the same meaning language mutually chosen by the Parties and effect as “and/or”no rule of strict construction shall be applied against either Party hereto. This Agreement has been prepared jointly with the assistance of counsel and shall not should be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument, or other document herein 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 or therein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (c) any reference herein to any Person shall be construed to include the Person’s successors and assigns, (d) the words “herein”, “hereof”, and “hereunder”, and words of similar import, shall be construed to refer to this Agreement interpreted in its entirety and the fact that certain provisions of this Agreement may be cross-referenced in a Section shall not be deemed or construed to limit the application of other provisions of this Agreement to such Section and vice versa. As used in this Agreement, the phrase ‘with respect to a given Collaboration Target’ or ‘with respect to any particular provision hereof, Collaboration Target’ or ‘for a Collaboration Target’ (eor similar phrases) any reference herein when referring to BMS’ licenses or license rights or Compounds ‘with respect to a Collaboration Target’ (or when referring to the words “mutually agree” termination of BMS’ licenses or “mutual written agreement” shall not impose any obligation on either Party license rights hereunder) refers to agree the licensed CytomX Technology or Product Specific Patent that applies to any terms relating thereto or to engage in discussions relating to Compounds and Products targeting such terms except as such Party may determine in such Party’s sole discretion, and (f) all references herein to Articles, Sections, Exhibits, or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Schedules of this AgreementCollaboration Target.

Interpretation. Whenever the context may require, any pronoun shall include the corresponding masculine, feminineThe captions and headings to this Agreement are for convenience only, and neuter formsare to be of no force or effect in construing or interpreting any of the provisions of this Agreement. The Unless specified to the contrary, references to Articles, Sections or Exhibits mean the particular Articles, Sections or Exhibits to this Agreement and references to this Agreement include all Exhibits hereto. In the event of any conflict between the main body of this Agreement and any Exhibit hereto, the main body of this Agreement shall prevail. Unless context otherwise clearly requires, whenever used in this Agreement: (a) the words “include”, “includes” and or “including” shall be deemed to be followed by the phrase construed as incorporating, also, “but not limited to” or “without limitation”. The word “will;” shall be construed to have the same meaning and effect as (b) the word “shall”. The word day” or “oryear” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions means a calendar day or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument, or other document herein shall be construed as referring to such agreement, instrument, or other document as from time to time amended, supplemented, or year unless otherwise modified (subject to any restrictions on such amendments, supplements, or modifications set forth herein or therein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, specified; (c) any reference herein to any Person the word “notice” shall be construed to mean notice in writing (whether or not specifically stated) and shall include the Person’s successors notices, consents, approvals and assigns, other written communications contemplated under this Agreement; (d) the words “hereof,” “herein”, ,” “hereof”, hereby” and “hereunder”, and derivative or similar words of similar import, shall be construed to refer to this Agreement in its entirety as a whole and not merely to any the particular provision hereof, in which such words appear; (e) any reference herein to the words “mutually shall” and “will” have interchangeable meanings for purposes of this Agreement; (f) the word “or” shall have the inclusive meaning commonly associated with “and/or”; (g) provisions that require that a Party, the Parties or a committee hereunder “agree,” “consent” or “mutual approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement” shall not impose , letter, approved minutes or otherwise; (h) words of any obligation on either Party to agree gender include the other gender; (i) words using the singular or plural number also include the plural or singular number, respectively; (j) references to any terms relating specific law, rule or regulation, or article, section or other division thereof, shall be deemed to include the then-current amendments thereto or to engage in discussions relating to such terms except as such any replacement law, rule or regulation thereof; (k) neither Party may determine in such Party’s sole discretion, and (f) all references herein to Articles, Sections, Exhibits, or Schedules its Affiliates shall be construed deemed to refer to Articles, Sections, Exhibits, and Schedules of this Agreementbe acting “under authority of” or “on behalf of” the other Party.

Interpretation. Whenever Except where the context may requireexpressly requires otherwise, (a) the use of any pronoun gender herein shall be deemed to encompass references to either or both genders, and the use of the singular shall be deemed to include the corresponding masculineplural (and vice versa), feminine, and neuter forms. The (b) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The , (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “or” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (ad) any definition of or reference to any agreement, instrument, instrument or other document herein shall be construed as referring to such agreement, instrument, instrument or other document as from time to time amended, supplemented, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, supplements or modifications set forth herein or thereinherein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (ce) any reference herein to any Person person shall be construed to include the Personperson’s successors and assigns, (df) 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, (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (fg) all references herein to Articles, Sections, Exhibits, Sections or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Sections or Schedules of this Agreement, and references to this Agreement include all Schedules hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement, (i) provisions that require that a Party, the Parties or any committee hereunder “agree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise (but excluding e-mail and instant messaging), (j) references to any specific law, rule or regulation, or article, section or other division thereof, shall be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof, and (k) the term “or” shall be interpreted in the inclusive sense commonly associated with the term “and/or.”

Interpretation. Whenever Except as otherwise set forth herein, or where the context may require, any pronoun of this Agreement otherwise requires: (i) headings and titles are for convenience only and do not affect the interpretation of this Agreement; (ii) the gender of all words used herein shall include the corresponding masculine, feminine, feminine and neuter forms. The and the number of all words shall include the singular and plural; (iii) the terms “includehereof”, “includesherein,” “hereto” and similar words refer to this entire Agreement and not any particular Section, Schedule or any other subdivision of this Agreement; (iv) references to “includingSection” shall be deemed or “Schedule” are to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “or” shall be construed to have the same meaning and effect as “and/or”. This this Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires unless specified otherwise, ; (av) any definition of or reference to “this Agreement” (including any agreement, instrument, Schedule hereto) or any other agreement or document herein shall be construed as referring a reference to such agreement, instrument, agreement or other document as from time to time the same may be amended, supplementedmodified, supplemented or otherwise modified (subject to any restrictions on such amendmentsrestated, supplements, or modifications set forth herein or therein), (b) any and shall include a reference to any laws herein shall be construed as referring agreement or document which amends, modifies, supplements or restates, or is entered into, made or given pursuant to or in accordance with its terms; (vi) references to any law, statute, rule, regulation, ordinancestandard (including for testing and sampling), notification or statutory provision (including Applicable Laws) shall be construed as a reference to the same as it may have been, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they may from time to time may be enactedbe, repealed, or amended, modified or re-enacted; (cvii) any reference herein references to any Person shall be construed as a reference to include the such Person’s successors and permitted assigns; (viii) references to “or” will be deemed to be disjunctive but not necessarily exclusive (i.e., unless the context dictates otherwise, “or” will be interpreted to mean “and/or” rather than “either/or”); (dix) the words “hereinincludes”, “hereofincluding” and similar phrases mean “including, without limitation”, ; and (x) all Schedules are incorporated herein and “hereunder”, and words made a part of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (f) for all references herein to Articles, Sections, Exhibits, or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Schedules of this Agreementpurposes.

Interpretation. Whenever Except where the context may requireexpressly requires otherwise, (a) the use of any pronoun gender herein shall be deemed to encompass references to either or both genders, and the use of the singular shall be deemed to include the corresponding masculineplural (and vice versa), feminine, and neuter forms. The (b) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The ,” (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “or,” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (ad) any definition of or reference to any agreement, instrument, instrument or other document herein shall be construed as referring to such agreement, instrument, instrument or other document as from time to time amended, supplemented, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, supplements or modifications set forth herein or thereinherein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (ce) any reference herein to any Person shall be construed to include the Person’s successors and assigns, (df) 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, (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (fg) all references herein to Articles, Sections, Exhibits, Sections or Schedules Exhibits shall be construed to refer to Articles, Sections, Exhibits, and Schedules Sections or Exhibits of this Agreement, and references to this Agreement include all Exhibits hereto, (h) the word “notice” shall mean notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement, (i) provisions that require that a Party, the Parties or any committee hereunder “agree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise (but excluding e-mail and instant messaging), (j) references to any specific law, rule or regulation, or article, section or other division thereof, shall be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof, (k) any definition of or reference to any agreement, instrument or other document herein 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), and (l) the term “or” shall be interpreted in the inclusive sense commonly associated with the term “and/or.”

Interpretation. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, feminine and neuter forms. The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. .” The word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “or.” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, otherwise (a) any definition of or reference to any agreement, instrument, instrument or other document herein shall be construed as referring to such agreement, instrument, instrument or other document as from time to time amended, supplemented, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, supplements or modifications set forth herein or thereinherein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (c) any reference herein to any Person shall be construed to include the such Person’s successors and permitted assigns, (dc) 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, (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (fd) all references herein to Articles, Sections, Exhibits, or Exhibits and Schedules shall be construed to refer to Articles, Sections, ExhibitsSections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and any successor of such law or regulation, (f) 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, securities, accounts and contract rights and (g) the phrase “to the knowledge of any Loan Party” or words of similar import relating to the knowledge or to the awareness of any Loan Party shall mean and refer to (i) the actual knowledge of a Duly Authorized Officer of any Loan Party or (ii) the knowledge that a Duly Authorized Officer would have obtained if such representative had made a due inquiry with regard to the matter to which such phrase relates. All references to time of day herein are references to Chicago, Illinois, time unless otherwise specifically provided. Where the character or amount of any asset or liability or item of income or expense is required to be determined or any consolidation or other accounting computation is required to be made for the purposes of this Agreement, it shall be done in accordance with GAAP except where such principles are inconsistent with the specific provisions of this Agreement. All terms that are used in this Agreement which are defined in the Uniform Commercial Code of the State of Illinois as in effect from time to time (“UCC”) shall have the same meanings herein as such terms are defined in the UCC, unless this Agreement shall otherwise specifically provide. References “from” or “through” any date mean, unless otherwise specified, “from and including” or “through and including”, respectively. Unless otherwise specified herein, the settlement of all payments and fundings hereunder between or among the parties hereto shall be made in lawful money of the United States of America and in immediately available funds. All amounts used for purposes of financial calculations required to be made herein shall be without duplication. References to any statute or act, without additional reference, shall be deemed to refer to federal statutes and acts of the United States of America. Any reference herein to a merger, transfer, consolidation, amalgamation, 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, assignment, sale, disposition 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 hereunder (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). Notwithstanding anything to the contrary contained in Section 1.3, any change in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards Update No. 2016-02, Leases (Topic 842) (“FAS 842”), to the extent such adoption would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) would not have been required to be so treated under GAAP as in effect on December 31, 2017, such lease shall not be considered a capital lease, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith.

Interpretation. Whenever Interpretation of this Agreement is governed by the following rules of construction, unless the context may require, any pronoun shall clearly requires otherwise: (a) words in the singular include the corresponding masculine, feminineplural and vice versa, and neuter forms. The words of one gender shall be held to include the other gender as the context requires; (b) references to the terms article, section, paragraph and exhibit are references to the Articles, Sections, Paragraphs and Exhibits to this Agreement; (c) references to “include”, “includes$” and “includingDollars” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “or” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument, or other document herein 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 or therein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (c) any reference herein to any Person shall be construed to include the Person’s successors and assigns, mean United States dollars; (d) the words “herein”, including,” “hereof”, and “hereunder”, includes,” and words of similar importmeaning are interpreted as incorporating the phrase “without limitation,” or “but not limited to”; (e) the word “or” have the meaning associated with the phrase “and/or” and not be exclusive; (f) provisions apply, when appropriate, to successive events and transactions; (g) a reference to any Person includes such Person’s successors and permitted assigns; (h) this Agreement is construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (i) the word “day” means a calendar day unless otherwise specified; (j) the word “notice” means notice in writing (whether or not specifically stated) and shall be construed include notices, consents, approvals and other communications contemplated under this Agreement; (k) each accounting term not otherwise defined in this Agreement has the meaning assigned to it consistent with the requirements of Accounting Standards; (l) the words “hereof,” “herein,” “hereby,” “hereunder” and derivative or similar words refer to this Agreement in its entirety and not to any particular provision hereof(including the Exhibits); (m) provisions that require that a Party, (e) any reference herein to the words Parties or the Executive Steering Committee “mutually agree,” “consent” or “mutual approve” or the like require that such agreement, consent or approval be specific and in writing, whether by written agreement” shall not impose any obligation on either Party to agree , letter, approved minutes or otherwise; (n) references to any terms relating specific law, rule or regulation, or article, section or other division thereof, shall be deemed to include the then-current amendments thereto or any replacement law, rule or regulation thereof; and (o) neither Party or its Affiliates shall be deemed to engage be acting “on behalf of” the other Party hereunder. All Exhibits referred to herein are hereby incorporated by reference. The headings contained in discussions relating to such terms except this Agreement are used only as such Party may determine in such Party’s sole discretiona matter of convenience, and (f) all references herein to Articlesin no way define, Sectionslimit, Exhibits, construe or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Schedules describe the scope or intent of any Section of this Agreement. When calculating any cost, expense or other amount hereunder no specific charge or element thereof shall be accounted for more than once.

Interpretation. (a) Each of the Parties acknowledges and agrees that this Agreement has been diligently reviewed by and negotiated by and between them, that in such negotiations each of them has been represented by competent counsel and that the final agreement contained herein, including the language whereby it has been expressed, represents the joint efforts of the Parties hereto and their counsel. Accordingly, in the event an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provisions of this Agreement. (b) The definitions of the terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “orany” shall be construed to have the same meaning mean “any and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. all” unless otherwise clearly indicated by context. (c) Unless the context requires otherwise, (ai) any definition of or reference to any agreement, instrument, instrument or other document herein shall be construed as referring to such agreement, instrument, instrument or other document as from time to time amended, supplemented, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, supplements or modifications set forth herein or therein), (bii) any reference to any laws Applicable Laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, such Applicable Laws as they from time to time may be enacted, repealed, repealed or amended, (ciii) any reference herein to any Person person shall be construed to include the Personperson’s successors and assigns, (div) 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, (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (fv) all references herein to Articles, SectionsSections or Appendices, Exhibitsunless otherwise specifically provided, or Schedules shall be construed to refer to Articles, Sections, Exhibits, Sections and Schedules Appendices of this Agreement. (d) References to sections of the Code of Federal Regulations and to the United States Code shall mean the cited sections, as these may be amended from time to time.

Interpretation. Whenever In this Contract, except where the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “or” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, otherwise requires: (a) any definition of or The masculine includes the feminine and vice-versa; (b) The singular includes the plural and vice-versa; (c) A reference to any agreementSection, instrumentsub-Section, paragraph, Schedule, recital or annex: (i) Within this Contract is a reference to such Section, sub-Section, paragraph, Schedule, recital or annex of and to this Contract; and (ii) Within a Schedule or annex is a reference to a Section, sub-Section, paragraph, or annex to that Schedule, in each case except where expressly stated to the contrary; (d) Save where otherwise provided in this Contract, any reference to this Contract or to any other document herein shall include any permitted variation, amendment or supplement to this Contract and/or such other document; (e) Any reference to any enactment, order, regulation or other similar instrument shall be construed as referring a reference to such agreementthe enactment, instrumentorder, regulation or other document instrument as from time to time amended, supplementedreplaced, consolidated or otherwise modified re-enacted; (subject to any restrictions on such amendments, supplements, or modifications set forth herein or therein), (bf) any A reference to any laws herein a Person includes firms, partnerships and corporations and their successors and permitted assignees or transferees; (g) Headings are for convenience of reference only; (h) Words preceding "include," "includes," "including" and "included" shall be construed as referring without limitation by the words which follow those words; (i) A reference to any lawa matter having been “agreed or determined” shall mean that the Parties have agreed the matter in writing or that the matter has been determined pursuant to the Dispute Resolution Procedure; (j) Words not otherwise defined that have well-known technical or construction industry meanings are used in accordance with such recognized meanings; and (k) The Concessionaire further acknowledges and agrees that it has independently reviewed this Contract with legal counsel, statuteand that the Concessionaire has the requisite experience and sophistication to understand, ruleinterpret and agree to the particular language of this Contract. Accordingly, regulation, ordinance, or other pronouncement having in the effect of law event of any federalambiguity in or dispute regarding the interpretation of the provisions of this Contract, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (c) any reference herein to any Person the terms of this Contract shall not be construed to include against the Person’s successors and assigns, (d) 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, (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (f) all references herein to Articles, Sections, Exhibits, or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Schedules of this AgreementPerson that prepared them.

Interpretation. Whenever In this Agreement, unless the context may require, any pronoun otherwise requires: a) words denoting the singular number shall include the corresponding masculineplural and vice versa; b) words denoting a person shall include an individual, femininecorporation, company, partnership, trust or other entity having legal capacity; c) heading and neuter forms. The bold type face are only for convenience and shall be ignored for the purposes of interpretation; d) references to the words “include”, “includes” and or “including” shall be deemed to be followed by the phrase “construed without limitation”. The word “will” shall be construed ; e) references to have the same meaning and effect as the word “shall”. The word “or” shall be construed to have the same meaning and effect as “and/or”. This this Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (a) any definition of or reference to any other agreement, instrument, deed or other document herein instrument shall be construed as referring a reference to this Agreement or to such agreement, instrument, deed or other document instrument as the same may from time to time be amended, varied, supplemented, novated or otherwise modified (subject replaced thereof; f) a reference to an article, clause, section, paragraph, recital, preamble, schedule or annexure is, unless indicated to the contrary, a reference to an article, clause, section, paragraph, recital, preamble, schedule or annexure of this Agreement; g) references to any restrictions on such amendments, supplements, statute or modifications set forth herein or therein), (b) any reference to any laws herein statutory provision shall be construed as referring a reference to any law, statute, rule, regulation, ordinancethe same as it may have been, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they may from time to time may be enactedbe, repealed, or amended, (cconsolidated, modified, extended, replaced or re-enacted; h) any reference herein to any Person shall be construed to include the Person’s successors and assigns, (d) 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, (e) any reference herein to the words Offer Documents shall mean the Offer Documents (as defined below) as of their respective dates; i) in this Agreement, the term “mutually agree” or “mutual written agreementASBA” shall not impose any obligation on either Party mean the application (whether physical or electronic) used by an ASBA Bidder to agree make a Bid by authorising a Self-Certified Syndicate Banks (“SCSBs”) to any terms relating thereto or to engage block the Bid Amount in discussions relating to such terms except as such Party may determine in such Party’s sole discretionthe ASBA Account and will include applications made by UPI Bidders, and (f) all references herein to Articles, Sections, Exhibits, or Schedules shall where the Bid Amount will be construed to refer to Articles, Sections, Exhibits, and Schedules blocked upon acceptance of this AgreementUPI Mandate Request by UPI Bidders.

Interpretation. Whenever Except where the context may requireexpressly requires otherwise, (a) the use of any pronoun gender herein shall be deemed to encompass references to either or both genders, and the use of the singular shall be deemed to include the corresponding masculineplural (and vice versa), feminine, and neuter forms. The (b) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The , (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “or” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, , (a) any definition of or reference to any agreement, instrument, instrument or other document herein shall be construed as referring to such agreement, instrument, instrument or other document as from time to time amended, supplemented, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, supplements or modifications set forth herein or thereinherein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (ce) any reference herein to any Person shall be construed to include the Person’s successors and assigns, (df) 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, (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (fg) all references herein to Articles, Sections, Exhibits, Exhibits or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Exhibits or Schedules of this Agreement, and references to this Agreement include all Exhibits and Schedules hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement, (i) provisions that require that a Party, the Parties or any committee hereunder “agree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise (but excluding e-mail and instant messaging), (j) references to any specific law, rule or regulation, or article, section or other division thereof, shall be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof, and (k) the term “or” shall be interpreted in the inclusive sense commonly associated with the term “and/or.”

Interpretation. Whenever the context may require, any pronoun shall include the corresponding masculine, feminineThe captions and headings to this Agreement are for convenience only, and neuter formsare to be of no force or effect in construing or interpreting any of the provisions of this Agreement. The Unless specified to the contrary, references to Articles, Sections, Appendices or Exhibits mean the particular Articles, Sections, Appendices or Exhibits to this Agreement and references to this Agreement include all Exhibits hereto. In the event of any conflict between the main body of this Agreement and any Exhibit hereto, the main body of this Agreement shall prevail. Unless context otherwise clearly requires, whenever used in this Agreement: (a) the words “include”, “includes” and or “including” shall be deemed to be followed by the phrase construed as incorporating, also, “but not limited to” or “without limitation”. The word “will” shall be construed to have the same meaning and effect as ; (b) the word “shall”. The word day” or “oryear” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions means a calendar day or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument, or other document herein shall be construed as referring to such agreement, instrument, or other document as from time to time amended, supplemented, or year unless otherwise modified (subject to any restrictions on such amendments, supplements, or modifications set forth herein or therein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, specified; (c) any reference herein to any Person the word “notice” means notice in writing (whether or not specifically stated) and shall be construed to include the Person’s successors notices, consents, approvals and assigns, other written communications contemplated under this Agreement; (d) the words “hereof,” “herein”, ,” “hereof”, hereby” and “hereunder”, and derivative or similar words of similar import, shall be construed to refer to this Agreement in its entirety as a whole and not merely to any the particular provision hereof, in which such words appear; (e) any reference herein to the words “mutually shall” and “will” have interchangeable meanings for purposes of this Agreement; (f) provisions that require that a Party, the Parties or a committee hereunder “agree,” “consent” or “mutual approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes, email or otherwise; (g) words of any gender include the other gender; (h) words using the singular or plural number also include the plural or singular number, respectively; (i) references to any specific law, rule or regulation, or article, section or other division thereof, shall be deemed to include the then-current amendments thereto or any replacement law, rule or regulation thereof; (j) the phrase “non-refundable” shall not impose any obligation on prohibit, limit or restrict either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (f) all references herein right to Articles, Sections, Exhibits, or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Schedules obtain damages in connection with a breach of this Agreement; and (k) neither Party shall be deemed to be acting on behalf of the other Party.

Interpretation. Whenever the context may require, any pronoun shall include the corresponding masculine, feminineThe captions and headings to this Agreement are for convenience only, and neuter formsare to be of no force or effect in construing or interpreting any of the provisions of this Agreement. The Unless specified to the contrary, references to Articles, Sections, Schedules or Exhibits mean the particular Articles, Sections, Schedules or Exhibits to this Agreement and references to this Agreement include all Exhibits hereto. In the event of any conflict between the main body of this Agreement and any Exhibit hereto, the main body of this Agreement shall prevail. Unless context otherwise clearly requires, whenever used in this Agreement: (a) the words “include”, “includes” and or “including” shall be deemed to be followed by the phrase construed as incorporating, also, “but not limited to” or “without limitation”. The word “will” shall be construed to have the same meaning and effect as ; (b) the word “shall”. The word day” or “oryear” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions means a calendar day or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument, or other document herein shall be construed as referring to such agreement, instrument, or other document as from time to time amended, supplemented, or year unless otherwise modified (subject to any restrictions on such amendments, supplements, or modifications set forth herein or therein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, specified; (c) any reference herein to any Person the word “notice” shall be construed to mean notice in writing (whether or not specifically stated) and shall include the Person’s successors notices, consents, approvals and assigns, other written communications contemplated under this Agreement; (d) the words “hereof,” “herein”, ,” “hereof”, hereby” and “hereunder”, and derivative or similar words of similar import, shall be construed to refer to this Agreement in its entirety as a whole and not merely to any the particular provision hereof, in which such words appear; (e) any reference herein to the words “mutually shall” and “will” have interchangeable meanings for purposes of this Agreement; (f) provisions that require that a Party, the Parties or a committee hereunder “agree,” “consent” or “mutual approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise; (g) words of any gender include the other gender; (h) words using the singular or plural number also include the plural or singular number, respectively; (i) references to any specific law, rule or regulation, or article, section or other division thereof, shall be deemed to include the then-current amendments thereto or any replacement law, rule or regulation thereof; (j) the phrase “non-refundable” shall not impose any obligation on prohibit, limit or restrict either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (f) all references herein right to Articles, Sections, Exhibits, or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Schedules obtain damages in connection with a breach of this Agreement; and (k) neither Party shall be deemed to be acting on behalf of the other Party.

Interpretation. Whenever Except as otherwise expressly provided in this Agreement, the context following rules of interpretation shall apply to this Agreement: (i) any reference to a Section (or sub-Section, paragraph or clause), Exhibit or Schedule shall be to an section (or sub-section, paragraph or clause) of, or an exhibit or schedule to, this Agreement; (ii) the table of contents and any section, sub-section or paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (iii) any reference to a statute or statutory provision shall be construed as a reference to the same as it may requirehave been, or may from time to time be, amended, modified or re-enacted and to any pronoun applicable rules or regulations promulgated thereunder; (iv) any reference to any agreement or document (including this Agreement) shall be construed as a reference to such agreement or document as amended, modified, clarified or supplemented and in effect from time to time and shall include a reference to any document which amends, modifies, clarifies or supplements it, or is entered into, made or given pursuant to or in accordance with its terms; (v) whenever the corresponding masculine, feminine, and neuter forms. The words “include”, ,” “includes” and or “including” are used, they shall be deemed to be followed by the phrase words “without limitation”. The word ” or “willbut not limited to” or words of like meaning; (vi) the words “herein,” “hereof,” “hereunder” and words of like import shall refer to this Agreement as a whole (including its Schedules and Exhibits); (vii) words used herein, regardless of the number and gender specifically used, shall be deemed and construed to have the same meaning include any other number, singular or plural, and effect any other gender, masculine, feminine or neuter, as the word “shall”. The word “or” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, indicates is appropriate; (a) any definition of or reference to any agreement, instrument, or other document herein 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 or therein), (bviii) any reference to any laws person in any capacity includes a reference to its permitted successors and assigns in such capacity and, in the case of any governmental authority, any person succeeding to its functions and capacities; and (ix) where a Buyer Nominee has been nominated in respect of the purchase of an Aircraft, any reference to Buyer herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having include Buyer Nominee where the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (c) any reference herein to any Person shall be construed to include the Person’s successors and assigns, (d) 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, (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (f) all references herein to Articles, Sections, Exhibits, or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Schedules of this Agreementcontext so admits.

Interpretation. Whenever Except where the context may requireexpressly requires otherwise, (a) the use of any pronoun shall gender herein will be deemed to encompass references to either or both genders, and the use of the singular will be deemed to include the corresponding masculineplural (and vice versa), feminine, and neuter forms. The (b) the words “include”, “includes” and “including” shall will be deemed to be followed by the phrase “without limitation”. The ,” (c) the word “will” shall will be construed to have the same meaning and effect as the word “shall”. The word “or,” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (ad) any definition of or reference to any agreement, instrument, instrument or other document herein shall will be construed as referring to such agreement, instrument, instrument or other document as from time to time amended, supplemented, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, supplements or modifications set forth herein or thereinherein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (ce) any reference herein to any Person shall person or entity will be construed to include the Personperson’s or entity’s successors and assigns, (df) the words “herein”, ,” “hereof”, ,” and “hereunder”, and words of similar import, shall will be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (fg) all references herein to Articles, Sections, Exhibits, Sections or Schedules shall will be construed to refer to Articles, Sections, Exhibits, and Sections or Schedules of this Agreement, and references to this Agreement include all Schedules hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and will include notices, consents, approvals and other written communications contemplated under this Agreement, (i) provisions that require that a Party, the Parties or any committee hereunder “agree,” “consent,” or “approve” or the like will require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise (but excluding e-mail and instant messaging), (j) references to any specific law, rule or regulation, or article, section or other division thereof, will be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof, (k) the term “or” will be interpreted in the inclusive sense commonly associated with the term “and/or,” and (l) references to any Sections include Sections and subsections that are part of the related Section (e.g., a section numbered “Section 2.2” would be part of “Section 2”, and references to “Section 2.2” would also refer to material contained in the subsection described as “Section 2.2(a)”).

Interpretation. Whenever In this Agreement (a) the table of contents and headings are for convenience of reference only and will not affect the meaning or interpretation of this Agreement; (b) the words “herein,” “hereunder,” “hereby” and similar words refer to this Agreement as a whole (and not to the particular sentence, paragraph, Article or Section where they appear); (c) terms used in the plural include the singular, and vice versa, unless the context may requireclearly requires otherwise; (d) unless expressly stated herein to the contrary, reference to any pronoun shall include document means such document as amended or modified and as in effect from time to time in accordance with the corresponding masculineterms thereof; (e) unless expressly stated herein to the contrary, femininereference to any applicable Law means such applicable Law as amended, modified, codified, replaced or reenacted, in whole or in part, and neuter forms. The as in effect from time to time, including any rule or regulation promulgated thereunder; (f) the words “including,” “include”, “includes” and “including” shall be variations thereof are deemed to be followed by the phrase words “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The word ; (g) “or” shall be construed to have is used in the same meaning and effect as sense of “and/or”; “any” is used in the sense of “any or all”; and “with respect to” any item includes the concept “of” such item or “under” such item or any similar relationship regarding such item; (h) unless expressly stated herein to the contrary, reference to a document, including this Agreement, will be deemed to also refer to each annex, addendum, exhibit, schedule or other attachment thereto; (i) unless expressly stated herein to the contrary, reference to an Article, Section, Schedule or Exhibit is to an article, section, schedule or exhibit, respectively, of this Agreement; (j) when calculating a period of time, the day that is the initial reference day in calculating such period will be excluded; (k) with respect to all dates and time periods in or referred to in this Agreement, time is of the essence; (l) the phrase “the date hereof” means the date of this Agreement, as stated in the first paragraph hereof; (m) “delivered to the Buyer,” “provided to the Buyer” or “made available to the Buyer” as used in Article III with respect to any documents or information means that such documents or information were made available in the virtual data room hosted by the Seller on or before 5:00 p.m. U.S. Eastern Time on the second (2nd) Business Day immediately preceding the date of this Agreement or as otherwise set forth in Schedule 1.2(m); and (n) “delivered to the Seller,” “provided to the Seller” or “made available to the Seller” as used in Article IV with respect to any documents or information means that such documents or information were made available in the virtual data room hosted by the Buyer on or before 5:00 p.m. U.S. Eastern Time on the second (2nd) Business Day immediately preceding the date of this Agreement. This The Parties intend that each representation, warranty, covenant and agreement contained in this Agreement has been prepared jointly with will have independent significance, and the assistance fact that any conduct or state of counsel facts may be within the scope of two or more representations, warranties, covenants or agreements contained in this Agreement, whether relating to the same or different subject matters and regardless of the relative levels of specificity, shall not be strictly construed against either Party. The captions considered in construing or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument, or other document herein 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 or therein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (c) any reference herein to any Person shall be construed to include the Person’s successors and assigns, (d) 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, (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (f) all references herein to Articles, Sections, Exhibits, or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Schedules of interpreting this Agreement.

Interpretation. For purposes of this Agreement, the words “hereof,” “herein,” “hereby” and other words of similar import refer to this Agreement as a whole, unless otherwise indicated. When a reference is made in this Agreement to Articles, Sections, Annexes, Schedules, or Exhibits, such reference will be to an Article of, Section of, Annex to, Schedule to or Exhibit to this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words “include”, ,” “includes” and or “including” shall are used in this Agreement, they will be deemed to be followed by the phrase words “without limitation”. The word “will.” shall be construed to have the same meaning and effect as the word “shall”. The word “or” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall will not be strictly construed against either Partyexclusive. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. All capitalized terms defined in this Agreement will be equally applicable to the singular and plural forms thereof. All references to any period of days will be deemed to be to the relevant number of calendar days unless otherwise specified. The captions or headings of dollar thresholds contained in Article XI, including the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwisePer Claim Minimum, (a) any definition of or reference to any agreementBasket, instrumentCap, or other document herein shall elsewhere in this Agreement are not an indication of materiality for any purposes under this Agreement. All references to “dollars” or “$” will 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 or therein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (c) any U.S. dollars. Any reference herein to any Person shall statute, agreement or document, or any section thereof, will, unless otherwise expressly provided herein, be construed a reference to such statute, agreement document or section as amended, modified, or supplemented (including any successor section) and in effect from time to time. Any agreement referred to herein will include the Person’s successors reference to all exhibits, schedules and assignsother documents or agreements attached thereto, (d) the words “herein”, “hereof”including waivers or consents, and “hereunder”, references to all attachments thereto and words of similar import, shall be construed to refer to this Agreement instruments incorporated therein. The Parties have participated jointly in its entirety the negotiation and not to any particular provision hereof, (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (f) all references herein to Articles, Sections, Exhibits, or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Schedules drafting of this Agreement. In the event any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by all Parties, and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement. References to any Person include the successors and permitted assigns of that Person. Whenever the last day for the exercise of any right or the discharge of any duty under this Agreement falls on a day other than a Business Day, the Party having such right or duty will have until the next Business Day to exercise such right or discharge such duty.

Interpretation. (a) When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. (b) The headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. (c) Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words “include”, ,” “includes” and or “including” are used in this Agreement, they shall be deemed to be followed by the phrase words “without limitation.”. The word “will” shall be construed to have (d) Unless otherwise specifically provided for herein, the same meaning and effect as the word “shall”. The word terms “or” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall will not be strictly construed against either Party. deemed to be exclusive. (e) The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument, or other document herein 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 or therein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (c) any reference herein to any Person shall be construed to include the Person’s successors and assigns, (d) the words “hereof,” “herein”, “hereof”, ” and “hereunder”, ” and words of similar import, like import used in this Agreement shall be construed to refer to this Agreement in its entirety as a whole and not to any particular provision hereof, (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and of this Agreement. (f) Unless otherwise indicated, all references herein to dollars or “$” shall mean and refer to U.S. denominated dollars. (g) The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits, or Exhibits and Schedules shall be construed to refer are to Articles, Sections, Exhibits, Exhibits and Schedules of this Agreement unless otherwise specified. (h) All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. (i) Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular, and words denoting either gender shall include both genders as the context requires. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (j) A reference to any legislation or to any provision of any legislation shall include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. (k) The parties hereto acknowledge that they have participated in the drafting of this Agreement and have been represented by counsel during the negotiation and execution of this Agreement and, therefore, agree to waive the application of any Law, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the Party drafting such agreement or document. (l) A reference to any “willful breach” or any breach committed “willfully” shall mean a breach that is a consequence of an act undertaken, or inaction by, the breaching Party with the actual Knowledge and intent that the taking of such act or inaction would constitute or cause a breach of this Agreement. (m) Although the same or similar subject matters may be addressed in different provisions, the parties intend that each such provision shall be read separately, be given independent legal significance and not be construed as limiting any other provision in this Agreement (whether or not more general or more specific in scope, substance or content).

Interpretation. Whenever In this Master Agreement, unless the context may requireotherwise requires: (a) Section headings are for ease of reference only and shall not affect the construction of this Master Agreement. Any reference to a “Section” or “Schedule” is a reference to such clause of, any pronoun or schedule to, this Master Agreement; (b) words importing the plural shall include the corresponding masculinesingular and vice versa; or (c) references to any statute, femininestatutory provision, and neuter forms. The words “include”by-law, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “or” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions regulation, rule or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, guidance include (a) any definition of statute, statutory provision, by-law, regulation, rule or reference to guidance which amends, extends, consolidates or replaces the same and (b) any agreement, instrument, regulations or other subordinate legislation under that statute; (d) references to this Master Agreement or any other document herein or agreement (including the Royal Gold Purchase Agreement and the Senior Credit Agreement) shall be construed as referring references to such agreementthis Master Agreement or that document as amended, instrumentrestated, varied, supplemented, novated or substituted from time to time; (e) references to a person shall include references to an individual, firm, company, corporation, partnership, incorporated body of persons or any state or agency thereof; (f) references to the Lessor, the Lessee, the Sub-lessee or any other person include their respective successors, permitted assigns and successors in title; (g) for the purposes of the Interest Act (Canada), the annual rate of interest to which the rates determined in accordance with this Master Agreement by reference to LIBOR are equivalent, are the rates so determined divided by 360 and multiplied by the actual number of days in that year; and (h) As used herein and in the other Lease Documents, and any certificate or other document as from time made or delivered pursuant hereto or thereto, (i) accounting terms relating to time amendedthe Lessee or any of its subsidiaries that are not defined in Section 1.1 and accounting terms partly defined in Section 1.1, supplementedto the extent not defined, shall have the respective meanings given to them under GAAP (provided that, notwithstanding anything to the contrary herein, all accounting or otherwise modified (subject financial terms used herein shall be construed, and all financial computations pursuant hereto shall be made, without giving effect to any restrictions on such amendmentselection under any financial accounting standard to value any indebtedness or other liabilities of the Lessee or any of its subsidiaries at “fair value”, supplements, or modifications set forth herein or as defined therein), and (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (c) any reference herein to any Person shall be construed to include the Person’s successors and assigns, (dii) the words “hereinpayment in full”, “hereof”, and “hereunder”, and words of similar import, shall be construed to refer to this Agreement paid in its entirety and not to any particular provision hereof, (e) any reference herein to the words “mutually agreefull” or “mutual written agreement” words to a similar effect shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to mean payment of all indebtedness and liability of the Lessee hereunder (other than contingent indemnification and reimbursement obligations that survive repayment of such terms except as such Party may determine in such Party’s sole discretion, indebtedness and (f) all references herein to Articles, Sections, Exhibits, or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Schedules of this Agreementliability).

Interpretation. Unless the context in this Agreement, the CEA or the FOSA otherwise clearly requires: a. The definitions of terms herein will apply equally to the singular and plural forms of the terms defined. b. Whenever the context may require, any pronoun shall will include the corresponding masculine, feminine, feminine and neuter forms. . c. The words “include”, “includes” and “including” shall will be deemed to be followed by the phrase “without limitation”. . d. The word verb “will” shall be construed to have the same meaning and effect as the word verb “shall”. The word “or” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (a) any . e. Any definition of or reference to any agreement, instrumentdocument, standard, principle or other document instrument herein shall will be construed as referring to such agreement, instrumentdocument, standard, principle or other document instrument as from time to time amended, supplemented, substituted, novated, assigned or otherwise modified (subject to any restrictions on such amendments, supplements, substitutions, novations, assignments or modifications set forth herein or therein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (c) any . f. Any reference herein to any Person, or to any Person shall in a specified capacity, will be construed to include the such Person’s successors and assignsassigns or such Person’s successors in such capacity, (d) as the case may be. g. The words “herein”, “hereof”, ” and “hereunder”, and words of similar import, shall will be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (f) all thereof. h. All references herein to ArticlesARTICLES, Sections, Exhibits, or Schedules shall Exhibits and Appendices will be construed to refer to ArticlesARTICLES, Sections, ExhibitsExhibits and Appendices to this Agreement. The Exhibit to this Agreement are an integral part of this Agreement. Notwithstanding, the provisions of this Agreement will prevail over the provisions of the Exhibits and Schedules Appendices to this Agreement to the extent of any inconsistency. i. The headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement. j. Any reference to time of day is a reference to Central Standard Time or Central Daylight Saving Time, as the case may be. k. Any consent or approval contemplated to be provided under this Agreement must be in writing and, unless otherwise expressly stated, may not be unreasonably withheld, conditioned or delayed. l. If the time for doing an act falls or expires on a day that is not a Business Day, the time for doing such act will be extended to the next Business Day. m. By this reference, each “Whereas” clause contained in the Recitals of this Agreement is hereby made part of this Agreement.

Interpretation. (a) As used in this Agreement, references to the following terms have the meanings indicated: (i) to the Preamble or to the Recitals, Sections, Articles, Exhibits or Schedules are to the Preamble or a Recital, Section or Article of, or an Exhibit or Schedule to, this Agreement unless otherwise clearly indicated to the contrary; (ii) to any Contract (including this Agreement) or “organizational document” are to the Contract or organizational document as amended, modified, supplemented or replaced from time to time; (iii) to any Law are to such Law as amended, modified, supplemented or replaced from time to time and any rules or regulations promulgated thereunder and to any section of any Law including any successor to such section; (iv) to any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (v) to any “copy” of any Contract or other document or instrument are to a true and complete copy thereof; (vi) to “hereof,” “herein,” “hereunder,” “hereby,” “herewith” and words of similar import refer to this Agreement as a whole and not to any particular Article, Section or clause of this Agreement, unless otherwise clearly indicated to the contrary; (vii) to the “date of this Agreement,” “the date hereof” and words of similar import refer to May 24, 2017; and (viii) to “this Agreement” includes the Exhibits and Schedules (including the Company Disclosure Letter and the CF Corp Disclosure Letter) to this Agreement. (b) Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words “include”, ,” “includes” and or “including” shall are used in this Agreement, they will be deemed to be followed by the phrase words “without limitation”. The word “will.” shall be construed to have the same meaning and effect as the word “shall”. The word “or” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Partyexclusive. The captions Any singular term in this Agreement will be deemed to include the plural, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine or headings neuter, singular or plural, as the identity of the sections Person referred to may require. Where a word or phrase is defined herein, each of its other subdivisions hereof are inserted only as a matter of convenience or for reference and grammatical forms shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument, or other document herein 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 or therein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, a corresponding meaning. (c) Whenever the last day for the exercise of any reference herein right or the discharge of any duty under this Agreement falls on a day other than a Business Day, the party hereto having such right or duty shall have until the next Business Day to any Person exercise such right or discharge such duty. Unless otherwise indicated, the word “day” shall be construed to include the Person’s successors and assigns, interpreted as a calendar day. (d) the words “herein”, “hereof”, The table of contents and “hereunder”, and words of similar import, shall be construed to refer to headings contained in this Agreement are for reference purposes only and will not affect in its entirety and not to any particular provision hereof, (e) any reference herein to way the words “mutually agree” meaning or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (f) all references herein to Articles, Sections, Exhibits, or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Schedules interpretation of this Agreement. (e) References to a “party” hereto means CF Corp, Parent, Merger Sub or the Company and references to “parties” hereto means CF Corp, Parent, Merger Sub and the Company. (f) References to “dollars” or “$” mean United States dollars, unless otherwise clearly indicated to the contrary.

Interpretation. (a) As used in this Agreement, references to the following terms have the meanings indicated: (i) to the Preamble or to the Recitals, Sections, Articles or Schedules are to the Preamble or a Recital, Section or Article of, or a Schedule to, this Agreement unless otherwise clearly indicated to the contrary; (ii) to any Contract (including this Agreement) or “organizational document” are to the Contract or organizational document as amended, modified, supplemented or replaced from time to time; (iii) to any Law are to such Law as amended, modified, supplemented or replaced from time to time and any rules or regulations promulgated thereunder and to any section of any Law including any successor to such section; (iv) to any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (v) to any “copy” of any Contract or other document or instrument are to a true and complete copy thereof; (vi) to “hereof,” “herein,” “hereunder,” “hereby,” “herewith” and words of similar import refer to this Agreement as a whole and not to any particular Article, Section or clause of this Agreement, unless otherwise clearly indicated to the contrary; (vii) to the “date of this Agreement,” “the date hereof” and words of similar import refer to February 7, 2020; and (viii) to “this Agreement” includes the Schedule to this Agreement. (b) Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words “include”, ,” “includes” and or “including” shall are used in this Agreement, they will be deemed to be followed by the phrase words “without limitation”. The word “will.” shall be construed to have the same meaning and effect as the word “shall”. The word “or” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Partyexclusive. The captions Any singular term in this Agreement will be deemed to include the plural, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine or headings neuter, singular or plural, as the identity of the sections Person referred to may require. Where a word or phrase is defined herein, each of its other subdivisions hereof are inserted only as a matter of convenience or for reference and grammatical forms shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument, or other document herein 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 or therein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, a corresponding meaning. (c) Whenever the last day for the exercise of any reference herein right or the discharge of any duty under this Agreement falls on a day other than a Business Day, the party hereto having such right or duty shall have until the next Business Day to any Person exercise such right or discharge such duty. Unless otherwise indicated, the word “day” shall be construed to include the Person’s successors and assigns, interpreted as a calendar day. (d) the words “herein”, “hereof”, and “hereunder”, and words of similar import, shall be construed to refer to The headings contained in this Agreement are for reference purposes only and will not affect in its entirety and not to any particular provision hereof, (e) any reference herein to way the words “mutually agree” meaning or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (f) all references herein to Articles, Sections, Exhibits, or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Schedules interpretation of this Agreement. (e) References to a “party” hereto means Parent, the Company or a Shareholder and references to “parties” hereto means Parent, the Company and the Shareholders unless the context otherwise requires. (f) References to “dollars” or “$” mean United States dollars, unless otherwise clearly indicated to the contrary.

Interpretation. Whenever Except where the context may requireexpressly requires otherwise: (a) the use of any gender herein will be deemed to encompass references to all genders, any pronoun shall and the use of the singular will be deemed to include the corresponding masculine, feminine, plural (and neuter forms. The vice versa); (b) the words “include”, ,” “includes” and “including” shall will be deemed to be followed by the phrase “without limitation”. The ” and will not be interpreted to limit the provision to which it relates; (c) the word “will” shall will be construed to have the same meaning and effect as the word “shall”. The word “or” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, ; (ad) any definition of or reference to any agreement, instrument, instrument or other document herein shall will be construed as referring to such agreement, instrument, 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 or thereinherein), ; (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (ce) any reference herein to any Person shall will be construed to include the Person’s successors and assigns, ; (df) the words “herein”, ,” “hereof”, ” and “hereunder”, ,” and words of similar import, shall will be construed to refer to this Agreement in its entirety each of their entirety, as the context requires, and not to any particular provision hereof, ; (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (fg) all references herein to Articles, Sections, ExhibitsSchedules, or Schedules shall Exhibits will be construed to refer to Articles, Sections, ExhibitsSchedules, and Schedules or Exhibits of this Agreement, and references to this Agreement include all Schedules and Exhibits hereto; (h) the word “notice” means notice in writing (whether or not specifically stated) and will include notices, consents, approvals, and other written communications contemplated under this Agreement; (i) references to any specific law, rule or regulation, article, Section or other division thereof, will be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof; and (j) the term “or” will be interpreted in the inclusive sense commonly associated with the term “and/or.”

Interpretation. Whenever the context may require, any pronoun shall include the corresponding masculine, feminineThe captions and headings in this Agreement are for convenience only, and neuter formsare to be of no force or effect in construing or interpreting any of the provisions of this Agreement. The Unless specified to the contrary, references to Articles, Sections or Exhibits mean the particular Articles, Sections and Exhibits to this Agreement and references to this Agreement include all Exhibits hereto. Unless context otherwise clearly requires, whenever used in this Agreement: (i) the words “include”, “includes” and or “including” shall be deemed to be followed by the phrase construed as incorporating, also, “but not limited to” or “without limitation”. The word “will,” shall be construed to have the same meaning and effect as (ii) the word “shall”. The day” or “year” shall mean a calendar day or year unless otherwise specified, (iii) the word “notice” shall mean notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement, (iv) the words “hereof,” “herein,” “hereby” and derivative or similar words refer to this Agreement (including any Exhibits), (v) the word “or” shall be construed to have as the same inclusive meaning and effect as “and/or”. This Agreement has been prepared jointly identified with the assistance of counsel phrase “and/or,”(vi) provisions that require that a Party, the Parties or a committee hereunder “agree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and shall not be strictly construed against either Party. The captions in writing, whether by written agreement, letter, approved minutes or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (avii) any definition words of either gender include the other gender, (viii) words using the singular or reference plural number also include the plural or singular number, respectively, and (ix) references to any agreementspecific Law or article, instrument, section or other document herein division thereof, 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 or therein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (c) any reference herein to any Person shall be construed deemed to include the Person’s successors and assigns, (d) 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, (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating then-current amendments thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (f) all references herein to Articles, Sections, Exhibits, or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Schedules any replacement thereof. For purposes of this Agreement, neither Party will be deemed to be acting “under authority of” the other Party; however, with respect to Galderma, its Affiliates, Marketing Partners and Third Party contractors shall be deemed to be acting “under authority of” Galderma, and with respect to NovaBay, its Affiliates, Japanese Partners, sublicensees (other than Galderma) and Third Party contractors shall be deemed to be acting “under authority of” NovaBay. ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.

Interpretation. (a) The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. (b) When a reference is made in this Agreement to a section or article, such reference shall be to a section or article of this Agreement unless otherwise clearly indicated to the contrary. (c) Whenever the context may requirewords "include", any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words “include”, “"includes” and “" or "including” " are used in this Agreement they shall be deemed to be followed by the phrase “words "without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “or” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument, or other document herein 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 or therein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (c) any reference herein to any Person shall be construed to include the Person’s successors and assigns, ." (d) the The words “"hereof", "herein”, “hereof”, " and “hereunder”, "herewith" and words of similar importimport shall, shall unless otherwise stated, be construed to refer to this Agreement in its entirety as a whole and not to any particular provision hereofof this Agreement, and article, section, paragraph, exhibit and schedule references are to the articles, sections, paragraphs, exhibits and schedules of this Agreement unless otherwise specified. (e) any reference The meaning assigned to each term defined herein shall be equally applicable to both the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to singular and the plural forms of such terms except as such Party may determine in such Party’s sole discretionterm, and words denoting any gender shall include all genders. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (f) A reference to any party to this Agreement or any other agreement or document shall include such party's successors and permitted assigns. (g) A reference to any legislation or to any provision of any legislation shall include any amendment to, and any modification or re-enactment thereof, any legislative provision substituted therefor and all references herein regulations and statutory instruments issued thereunder or pursuant thereto. (h) As used in this Agreement, any reference to Articlesany event, Sectionschange or effect being material or having a material adverse effect on or with respect to any entity (or group of entities taken as a whole) means such event, Exhibitschange or effect is materially adverse to (i) the prospects, consolidated financial condition, businesses or Schedules results of operations of such entity or (ii) the ability of such entity (or group) to consummate the Transactions. (i) The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed to refer to Articles, Sections, Exhibitsas if drafted jointly by the parties, and Schedules no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

Interpretation. Whenever For all purposes of this Agreement, except as otherwise expressly provided or unless the context may requireotherwise requires: (a) headings preceding the text, any pronoun shall include the corresponding masculinearticles, feminine, and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “or” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or and/or other subdivisions hereof are inserted for convenience only as and do not form a matter part of convenience this Agreement and are not intended to interpret, define or for reference and shall have no effect on limit the meaning scope, extent or intent of the this Agreement or any provisions hereof. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument, or other document herein 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 or therein), ; (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (c) any reference herein to any Person shall be construed to include the Person’s successors and assigns, (d) the words “herein”, “hereof”, ” and “hereunder”, ” and other words of similar import, shall be construed to import refer to this Agreement in its entirety as a whole and not to any particular provision hereofArticle, section or other subdivision of this Agreement; (c) the word “including”, when following any general statement, term or matter, is not to be construed to limit such general statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non- limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto but rather refers to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter; (d) a reference to an Article, Section, Schedule or other subdivision is a reference to the specified Article, Section, Schedule or other subdivision of this Agreement; (e) any a reference herein to a statute or a section of a statute will include and will be deemed to be a reference to such statute or section and to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree regulations made pursuant thereto, with all amendments made thereto and in force at the relevant time, and to any terms relating thereto statute, section of a statute or regulation that may be passed which has the effect of supplementing or superseding the statute or section so referred to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and or the regulations made pursuant thereto; (f) all references herein a reference to Articlesany agreement is a reference to such agreement as amended, Sectionsrestated, Exhibitssupplemented, replaced and/or modified from time to time; (g) a reference to a document in the agreed form means in the form agreed among the Parties and signed by the Parties (or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Schedules their respective Representatives on the date of this Agreement); (h) a reference to any Person will include and will be deemed to be a reference to each Person that is the successor of such Person; (i) words importing one gender will include each other gender and words in the singular include the plural and vice versa; and (j) unless otherwise specified, all dollar amounts in this Agreement, including the symbol “$”, refer to lawful currency of Canada.

Interpretation. Whenever All headings are for convenience only and will not affect the meaning of any provision of this Agreement. The Parties acknowledge that each Party has read and negotiated the language used in this Agreement. Because both Parties participated in negotiating and drafting this Agreement, no rule of construction will apply to this Agreement which construes ambiguous language in favor of or against either Party by reason of that Party’s role in drafting this Agreement. Except where the context may requireexpressly requires otherwise, (a) the use of any pronoun shall gender herein will be deemed to encompass references to either or both genders, and the use of the singular will be deemed to include the corresponding masculineplural (and vice versa), feminine, and neuter forms. The (b) the words “include”, ,” “includes” and “including” shall will be deemed to be followed by the phrase “without limitation”. The ,” whether or not so appearing herein, (c) the word “will” shall will be construed to have the same meaning and effect as the word “shall”. The word “or,” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument, or other document herein 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 or therein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (cd) any reference herein to any Person shall will be construed to include the Person’s successors and permitted assigns, (de) the words “herein”, ,” “hereof”, ” and “hereunder”, ,” and words of similar import, shall will be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (ef) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree references to any terms relating Applicable Law, rule or regulation, or article, section or other division thereof, will be deemed to include the then-current amendments thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretionany replacement or successor Applicable Law, rule or regulation thereof and (fg) all references herein to Articles, Sections, Exhibits, or Schedules shall the term “or” will be construed to refer to Articles, Sections, Exhibits, and Schedules of this Agreementinterpreted in the inclusive sense commonly associated with the term “and/or.”

Interpretation. (a) When a reference is made to an Article, Paragraph, Section, Schedule or Exhibit such reference shall be to an Article, Paragraph, Section, Schedule or Exhibit of or to this Agreement unless otherwise indicated. (b) Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words “include”, “includes” and or “including” are used in this Agreement, they shall be deemed to be followed by the phrase words “without limitation.”. (c) The word “willAgreement,” shall be construed to have the same meaning and effect means this Agreement as the word “shall”. The word “or” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions amended or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument, or other document herein shall be construed as referring to such agreement, instrument, or other document as from time to time amended, supplemented, together with all Exhibits and Schedules attached hereto or otherwise modified (subject to any restrictions on such amendmentsincorporated by reference, supplements, or modifications set forth herein or therein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (c) any reference herein to any Person shall be construed to include the Person’s successors and assigns, (d) the words “hereof,” “herein”, ,” “hereof”, and hereto,” “hereunder”, ” and other words of similar import, import shall be construed to refer to this Agreement in its entirety and not to any particular Article, Section or provision hereofof this Agreement. Reference to any applicable law means such applicable law as amended, modified, codified, replaced or reenacted, and all rules and regulations promulgated thereunder. (d) The references to “days” mean calendar days unless Business Days are expressly specified. (e) any reference herein The definitions contained in this Agreement are applicable to the words singular as well as the plural forms of such terms. (f) Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, restated, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes. (g) Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (h) Notwithstanding anything to the contrary contained in this Agreement, if (i) any report, instrument, document, certification, data or any other information that is required to be delivered under this Agreement is required to be delivered on a “mutually agreecalendar day” or “mutual written agreementday” shall that is not impose a Business Day or (ii) the last day of any obligation on either Party period within which any such report, instrument, document, certification, data or other information is required to agree to any terms relating thereto be delivered under this Agreement is not a Business Day, then, in each case, such report, instrument, document certification, data or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (f) all references herein to Articles, Sections, Exhibits, or Schedules other information shall be construed required to refer to Articles, Sections, Exhibits, and Schedules of this Agreementbe delivered on the next succeeding Business Day.

Interpretation. The table of contents and the headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Wherever used herein, a pronoun in the masculine gender shall be considered as including the feminine gender unless the context clearly indicates otherwise. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. When a reference is made in this Agreement to an Article, a Section, or an Exhibit or a Schedule, such reference shall be to an Article or a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words “include”, ,” “includes” and or “including” are used in this Agreement, they shall be deemed to be followed by the phrase words “without limitation”” unless such words (or words of similar meaning) otherwise appear. The word words “willhereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall be construed refer to have the same meaning this Agreement as a whole and effect as not to any particular provision of this Agreement. Except when used together with the word “shall”. The word either” or otherwise for the purpose of identifying mutually exclusive alternatives, the term “or” shall be construed to have has the same inclusive meaning and effect as represented by the phrase “and/or”. This Agreement has been prepared jointly with Any period of time hereunder ending on a day that is not a Business Day shall be extended to the assistance of counsel and next succeeding Business Day. When a reference is made in this Agreement, the Company Disclosure Letter or the Park Disclosure Letter, to information or documents being “provided,” “made available” or “disclosed” by a Party to another Party or its Affiliates, such information or documents shall not be strictly construed against either Party. The captions include any information or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, documents (a) any definition included in the Company SEC Reports or the Park SEC Reports, as the case may be, that are publicly available at least two (2) Business Days prior to the date of this Agreement, (b) furnished at least one (1) calendar day prior to the date of this Agreement in the Company Datasite or reference the Park Datasite and to any which access has been granted to the other Party and its Representatives at least one (1) calendar day prior to the date of this Agreement, or (c) otherwise provided in writing (including electronically) to the chief financial officer of the other Party at least one (1) calendar day prior to the date of this Agreement. Any agreement, instrument, instrument or other document statute defined or referred to herein shall be construed as referring to means such agreement, instrument, instrument or other document statute as from time to time amended, modified or supplemented, including (in the case of agreements or otherwise modified instruments) by waiver or consent and (subject in the case of statutes) by succession of comparable successor statutes, and all attachments thereto and instruments incorporated therein. References to any restrictions on such amendments, supplements, or modifications set forth herein or therein), (b) any reference a Person are also to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (c) any reference herein to any Person shall be construed to include the Person’s its permitted successors and permitted assigns, (d) the words “herein”, “hereof”, and “hereunder”, and words of similar import, shall be construed to refer to . Where this Agreement in its entirety and not to any particular provision hereof, (e) any reference herein to the words states that a Party “mutually agreeshall,” “will” or “mutual written agreementmust” shall not impose any obligation on either perform in some manner, it means that the Party is legally obligated to agree do so under this Agreement. All references to any terms relating thereto “dollars” or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (f) all references herein to Articles, Sections, Exhibits, or Schedules shall be construed to “$” refer to Articles, Sections, Exhibits, and Schedules currency of this Agreementthe United States of America.

Interpretation. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, feminine and neuter forms and any noun shall include the corresponding singular and plural forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. but not limited to.” The word “will” shall be construed to have the same meaning and effect as the word “shall”.” “$” or “(D)(d)ollar” m▇▇▇▇ U.S. Dollars. The word With respect to any license grant, “orexclusive” shall be construed means exclusive as between the licensor Party and the licensed Party to have the same meaning fullest extent possible, in light of any rights already granted by the licensor Party to Third Parties prior to the date on which such license is first granted and effect as “and/or”. This Agreement has been prepared jointly with the assistance in light of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect any limitations on the meaning of rights granted to the provisions hereoflicensor Party by its licensors. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument, instrument or other document herein shall be construed as referring to such agreement, instrument, instrument or other document as from time to time amended, supplemented, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, supplements or modifications set forth herein or therein), (b) any reference to any laws Laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, such Laws as they from time to time may be enacted, repealed, repealed or amended, (c) any reference herein to any Person shall be construed to include the Person’s 's successors and permitted assigns, (d) 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, (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (f) all references herein to Articles, Sections, Exhibits, Sections or Schedules shall be construed to refer to Articles, Sections, Exhibits, Sections and Schedules of this Agreement, (f) the word “or” shall be construed to have the same meaning and effect as “and/or”, and (g) a term not defined herein but reflecting a different part of speech than a term which is defined herein shall be interpreted in a correlative manner.

Interpretation. Whenever All headings are for convenience only and shall not affect the meaning of any provision of this Agreement. The Parties acknowledge that each Party has read and negotiated the language used in this Agreement. Because both Parties participated in negotiating and drafting this Agreement, no rule of construction shall apply to this Agreement which construes ambiguous language in favor of or against either Party by reason of that Party’s role in drafting this Agreement. Except where the context may requireexpressly requires otherwise, (a) the use of any pronoun shall gender herein will be deemed to encompass references to either or both genders, and the use of the singular will be deemed to include the corresponding masculineplural (and vice versa), feminine, and neuter forms. The (b) the words “include”, ,” “includes” and “including” shall will be deemed to be followed by the phrase “without limitation”. The ,” whether or not so appearing herein, (c) the word “will” shall will be construed to have the same meaning and effect as the word “shall”. The word “or,” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (ad) any definition of or reference to any agreement, instrument, instrument or other document herein shall will be construed as referring to such agreement, instrument, instrument or other document as from time to time amended, supplemented, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, supplements or modifications set forth herein or thereinherein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (ce) any reference herein to any Person shall will be construed to include the Person’s successors and permitted assigns, (df) the words “herein”, ,” “hereof”, ” and “hereunder”, ,” and words of similar import, shall will be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (fg) all references herein to Articlessections, Sectionsattachments, Exhibitsappendices, exhibits or Schedules shall the like will be construed to refer to Articlessections, Sectionsattachments, Exhibitsappendices, and Schedules exhibits or the like of this Agreement, and references to this Agreement include all attachments, appendices, exhibits or the like attached hereto, (h) references to any law, rule or regulation, or article, section or other division thereof, will be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof and (i) the term “or” will be interpreted in the inclusive sense commonly associated with the term “and/or.”

Interpretation. Whenever The Section headings in this Agreement are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provision of this Agreement. References to Sections, Schedules or Exhibits in this Agreement, unless otherwise indicated, are references to Sections, Schedules and Exhibits of or to this Agreement. The parties to this Agreement have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to any term or provision of this Agreement, this Agreement shall be construed as if drafted jointly by the parties to this Agreement, and no presumption or burden of proof shall arise favoring or disfavoring any party to this Agreement by virtue of the authorship of any of the terms or provisions of this Agreement. A reference to any legislation or to any provision of any legislation shall include any modification, amendment, re-enactment thereof, any legislative provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. Any reference to a Governmental Entity shall be deemed also to refer to any successor thereto unless the context may requirerequires otherwise. All references to “$” or “dollars” herein shall be references to lawful currency of the United States of America. For all purposes of and under this Agreement, any pronoun shall include (i) the corresponding masculine, feminine, and neuter forms. The words “include”, “includes” and word “including” shall be deemed to be immediately followed by the phrase words “without limitation”. The word “will,” (ii) words (including defined terms) in the singular shall be construed to have the same meaning and effect as the word “shall”. The word “or” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument, or other document herein 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 or therein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (c) any reference herein to any Person shall be construed deemed to include the Person’s successors plural and assignsvice versa, (diii) words of one gender shall be deemed to include the other gender as the context requires, (iv) the words terms “hereof,” “herein”, ,” “hereof”, hereto,” “herewith” and “hereunder”, and any other words of similar importimport shall, shall unless otherwise stated, be construed to refer to this Agreement in its entirety as a whole (including all of the Schedules and Exhibits to this Agreement) and not to any particular term or provision hereofof this Agreement, unless otherwise specified, and (ev) any reference herein to the words use of the word “mutually agree” or “mutual written agreementor” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (f) all references herein to Articles, Sections, Exhibits, or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Schedules of this Agreementexclusive.

Interpretation. Whenever the context may require, any pronoun shall include the corresponding masculine, feminineThe captions and headings to this Agreement are for convenience only, and neuter formsare to be of no force or effect in construing or interpreting any of the provisions of this Agreement. The Unless specified to the contrary, references to Articles, Sections or Exhibits mean the particular Articles, Sections or Exhibits to this Agreement and references to this Agreement include all Exhibits hereto. Unless context otherwise clearly requires, whenever used in this Agreement: (a) the words “include”, “includes” and or “including” shall be deemed to be followed by the phrase construed as incorporating, also, “but not limited to” or “without limitation”. The ; (b) the word “will” shall be construed to have in the imperative having the same meaning and effect as the word “shall”. The ; (c) the word “day” or “year” means a calendar day or year; (d) the word “notice” requires notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement; (e) the words “hereof,” “herein,” “hereby” and derivative or similar words refer to this Agreement (including any Exhibits); (f) the word “or” shall be construed to have as the same inclusive meaning and effect as identified with the phrase “and/or”. This Agreement has been prepared jointly with ; (g) provisions that require that a Party or the assistance of counsel and Parties “agree,” “consent” or “approve” or the like shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument, or other document herein shall be construed as referring to require that such agreement, instrumentconsent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise; (h) words of any gender include the other gender; (i) words using the singular or plural number also include the plural or singular number, respectively; (j) references to any specific law, rule or regulation, or article, section or other document as from time to time amendeddivision thereof, supplemented, or otherwise modified (subject to any restrictions on such amendments, supplements, or modifications set forth herein or therein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (c) any reference herein to any Person shall be construed deemed to include the Person’s successors then-current amendments thereto or any replacement law, rule or regulation thereof; and assigns, (dk) the words “herein”, “hereof”, and “hereunder”, and words of similar import, neither Party nor its Affiliates shall be construed deemed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) any reference herein to the words be acting “mutually agreeon behalf of” or “mutual written agreementunder authority of” shall not impose any obligation on either the other Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (f) all references herein to Articles, Sections, Exhibits, or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Schedules of this Agreementhereunder.

Interpretation. Whenever For purposes of this Agreement or the context may require, any pronoun shall include Notes: the corresponding masculine, feminine, and neuter forms. The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase words “by means of example and without limitation”. The word “will” shall be construed to have ; the same meaning and effect as the word “shall”. The word “or” shall be construed is not exclusive; the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to have the same meaning and effect as “and/or”. This this Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference whole; the terms “written” and “in writing” shall have no effect on the meaning of the provisions hereof. Unless include e-mail notice; unless the context requires otherwise, (a) any definition of or reference references to the singular include the plural and references to the plural include the singular; and this Agreement and the Notes shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted; unless the context otherwise requires, references herein: (x) to articles, sections, schedules and exhibits mean the articles and sections of, and schedules and exhibits attached to, this Agreement; (y) to an agreement, instrument, instrument or other document herein shall be construed as referring to means such agreement, instrument, instrument or other document as amended, supplemented and modified from time to time amended, supplemented, or otherwise modified to the extent permitted by the provisions thereof; and (subject z) to any restrictions on such amendments, supplements, or modifications set forth herein or therein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, a statute or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, legal provision means such statute or other political subdivision, domestic or foreign, provision as they amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The titles, headings, captions and section numbers used in this Agreement or the Notes are for convenience of reference only and may not be enactedused or considered by any person or party in construing or interpreting this Agreement and such titles, repealedheadings, captions and section numbers shall not be deemed in any way to limit, extend or amplify the scope, extent or intent of this Agreement or the Notes, or amendedany of the provisions of this Agreement or the Notes, (c) respectively. All references to dollar amounts in this Agreement or in any reference herein to any Person Note shall mean amounts in lawful money of the United States of America. Any ambiguities in this Agreement or the Notes shall not be construed strictly against the drafter of the language concerned, but shall be construed to include resolved by applying the Person’s successors and assignsmost reasonable interpretation under the circumstances, (d) 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, (e) any reference herein giving full consideration to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (f) all references herein to Articles, Sections, Exhibits, or Schedules shall be construed to refer to Articles, Sections, Exhibits, and Schedules intentions of this Agreementthe parties at the time of contracting.

Interpretation. Whenever Unless expressly provided for elsewhere in this Agreement, this Agreement will be interpreted in accordance with the context may require, any pronoun shall include following provisions: (a) the corresponding masculine, feminine, and neuter forms. The words “include”, this Agreement,” “includesherein,” “hereby,” “hereunder,” “hereof,” and other equivalent words refer to this Agreement as an entirety and not solely to the particular portion, Article, Section, subsection or other subdivision of this Agreement in which any such word is used; (b) examples are not to be construed to limit, expressly or by implication, the matter they illustrate; (c) the words “made available” (and words of similar import) by the Company with respect to any item or document means that prior to the execution of this Agreement, such information, document or material was (i) publicly available on the SEC’s ▇▇▇▇▇ database or (ii) made available for review by Parent or Parent’s Representatives in the “Project ▇▇▇▇▇” electronic data room maintained by the Company or otherwise provided to Parent or Parent’s Representatives by or on behalf of the Company (including in any “clean room” or on an “outside counsel only” basis), in each case, on or before 11:59 p.m. (Pacific Time) on the Business Day prior to the date of this Agreement. (d) the word “including” shall be deemed to be followed by the phrase and its derivatives means “including without limitation”. The word “will” shall be construed to have and is a term of illustration and not of limitation; (e) the same meaning and effect as the word “shall”. The word “or” shall be construed disjunctive but not exclusive; (f) all definitions set forth herein are deemed applicable whether the words defined are used herein in the singular or in the plural and correlative forms of defined terms have corresponding meanings; (g) a defined term has its defined meaning throughout this Agreement and each exhibit, schedule, certificate or other document to have this Agreement, regardless of whether it appears before or after the same meaning place where it is defined; (h) all references to prices, values or monetary amounts refer to United States dollars; (i) wherever used herein, any pronoun or pronouns will be deemed to include both the singular and effect as “and/or”. This plural and to cover all genders; (j) this Agreement has been jointly prepared jointly with by the assistance of counsel Parties, and shall this Agreement will not be strictly construed against either Party. The any Person as the principal draftsperson hereof or thereof and no consideration may be given to any fact or presumption that any Party had a greater or lesser hand in drafting this Agreement; (k) the captions or headings of the sections Articles, Sections or other subdivisions hereof subsections appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or for describe the scope or extent of such Section, or in any way affect this Agreement; (l) any references herein to a particular Section, Article, Annex or Schedule means a Section or Article of, or an Annex or Schedule to, this Agreement unless otherwise expressly stated herein; (m) the Annexes and Schedules attached to this Agreement are incorporated herein by reference and shall have no effect will be considered part of this Agreement; (n) unless otherwise specified herein, all accounting terms used herein will be interpreted, and all determinations with respect to accounting matters hereunder will be made, in accordance with GAAP, applied on the meaning of the provisions hereof. Unless the context requires otherwise, a consistent basis; (ao) any definition of references to (i) any Contract (including this Agreement), statute or reference regulation are to any agreementthe Contract, instrumentstatute or regulation as amended, modified, supplemented, restated or other document herein shall be construed as referring to such agreement, instrument, or other document as replaced from time to time (in the case of Contract, to the extent permitted by the terms thereof and, if applicable, by the terms of this Agreement); (ii) any Governmental Entity include any successor to that Governmental Entity; and (iii) any applicable Law refers to such applicable Law as amended, supplementedmodified, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, or modifications set forth herein or therein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they replaced from time to time may be enacted(and, repealedin the case of statutes, or amended, (cinclude any rules and regulations promulgated under such statute) any reference herein and references to any Person shall be construed to Section of any applicable Law or other law include the Person’s successors and assigns, (d) 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, (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating successor to such terms except as such Party may determine in such Party’s sole discretion, and Section; (fp) all references herein to Articles, Sections, Exhibits, or Schedules shall be construed days mean calendar days unless otherwise provided; and (q) all references to refer to Articles, Sections, Exhibits, and Schedules of this Agreementtime mean New York City time.

Interpretation. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. .” The words “include,” “includes” and “including” shall be deemed, in each case, to be followed by the phrase “without limitation.” The word “orextent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All references to “dollars” or “$” shall be construed refer to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings lawful currency of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereofUnited States. Unless the context requires otherwise, otherwise (a) any definition of or reference to any agreementContract, instrument, instrument or other document herein or any Law in this Agreement shall be construed as referring to such agreementContract, instrument, instrument or other document or Law as from time to time amended, supplemented, supplemented or otherwise modified (subject modified, including comparable successor law and references to any restrictions on such amendments, supplements, or modifications set forth herein or all attachments thereto and instruments incorporated therein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (c) any reference herein in this Agreement to any Person shall be construed to include the such Person’s successors and permitted assigns, (dc) 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, (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (fd) all references herein in this Agreement to Articles, Sections, Exhibits, or Sections and Schedules shall be construed to refer to Articles, Sections, ExhibitsSections of, and Schedules to, this Agreement, unless otherwise indicated, (e) references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or, if more specific, subsection and (f) references from or through any date means, unless otherwise specified, from and including or through and including, respectively. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party hereto drafting or causing any instrument to be drafted. The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any provision of this Agreement. Unless indicated otherwise, (i) any action required to be taken by or on a day or business day may be taken until 11:59 p.m., Eastern Time, on such day or business day, (ii) the words “the date of this Agreement,” “the date hereof,” “of even date herewith” and terms of similar import, shall be deemed to refer to the date set forth in the preamble to this Agreement, (iii) all references to “days” shall be to calendar days unless otherwise indicated as a “Business Day” and (iv) all days, Business Days, times and time periods contemplated by this Agreement will be determined by reference to Eastern Time.

Interpretation. Whenever Unless otherwise required by the context may requireor unless otherwise specified herein, (a) the use of any pronoun shall gender herein will be deemed to encompass references to either or both genders, and the use of the singular will be deemed to include the corresponding masculineplural (and vice versa), feminine, and neuter forms. The (b) the words “include”, “includes” and “including” shall will be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “or” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (ac) any definition of or reference to any agreement, instrument, instrument or other document herein shall will be construed as referring to such agreement, instrument, instrument or other document as from time to time amended, supplemented, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, supplements or modifications set forth herein or thereinherein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (cd) any reference herein to any Person shall will be construed to include the Person’s successors and assigns, (de) the words “herein”, “hereof”, ” and “hereunder”, and words of similar import, shall will be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and (f) all references herein to Articles, Sections, Exhibits, Sections or Schedules shall Appendices will be construed to refer to Articles, Sections, Exhibits, and Schedules Sections or Appendices of this Agreement, and references to this Agreement include all Appendices hereto, (g) the word “notice” will mean notice in writing (whether or not specifically stated) and will include notices, consents, approvals and other written communications contemplated under this Agreement, (h) provisions that require that a Party, the Parties or any committee hereunder “agree”, “consent” or “approve” or the like will require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise (but excluding e-mail and instant messaging) and (i) references to any specific law, rule or regulation, or article, section or other division thereof, will be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof.

Interpretation. Whenever The table of contents, titles, headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Unless otherwise indicated to the contrary herein by the context may requireor use thereof: (a) the words, “hereby,” “herewith,” “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole and not to any pronoun shall include particular Section or paragraph hereof; (b) the corresponding masculine, feminine, and neuter forms. The words “include”, ,” “includes” and or “including” shall be deemed to be followed by the phrase words “without limitation”. The word ; (c) masculine gender shall also include the feminine and neutral genders, and vice versa; (d) words importing the singular shall also include the plural, and vice versa; (e) references to “willArticles,” “Exhibits,” “Sections” or “Schedules” shall be construed to have the same meaning and effect as the word “shall”. The word “or” shall be construed to have the same meaning and effect as “and/or”. This Agreement has been prepared jointly with the assistance of counsel and shall not be strictly construed against either Party. The captions Articles, Exhibits, Sections or headings of the sections or other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. Unless the context requires otherwise, (a) any definition Schedules of or reference to any agreement, instrument, or other document herein 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 or therein), (b) any reference to any laws herein shall be construed as referring to any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city, or other political subdivision, domestic or foreign, as they from time to time may be enacted, repealed, or amended, (c) any reference herein to any Person shall be construed to include the Person’s successors and assigns, (d) 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, (e) any reference herein to the words “mutually agree” or “mutual written agreement” shall not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party’s sole discretion, and Agreement; (f) all Exhibits or Schedules of or to this Agreement are hereby incorporated in and made a part of this Agreement as if set forth in full herein, and any capitalized terms used in such Exhibits or Schedules and not otherwise defined therein shall have the meaning set forth in this Agreement; (g) “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the sign “$” means the lawful currency of the United States of America; (i) all references herein to Articles“days” mean calendar days and all references to time mean Eastern Time in the United States of America, Sections, Exhibitsin each case unless otherwise indicated; (j) any references in this Agreement to dollar amount thresholds shall not be deemed to be evidence of a Material Adverse Effect or materiality; and (k) derivative forms of defined terms will have correlative meanings. The Parties acknowledge that each Party and its attorney has reviewed and participated in the drafting of this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or Schedules any similar rule operating against the drafter of an agreement, shall not be construed applicable to refer to Articles, Sections, Exhibits, and Schedules the construction or interpretation of this Agreement. Whenever this Agreement requires an Affiliate to take an action or a Party to cause an Affiliate to take an action, the requirement constitutes an undertaking by the Party to cause any Affiliate that is a Subsidiary, and to use reasonable best efforts to cause any Affiliate that is not a Subsidiary, to take such action. The phrases “provided,” “delivered” or “made available,” when used herein, mean that the information or materials referred to have been physically or electronically delivered to the applicable parties at least two (2) days prior to the date hereof (including, in the case of information or materials “provided,” “delivered” or “made available” to Buyer, information or materials that have been posted to the on-line “virtual data room” established by or on behalf of Parent and the Sellers).