Common use of References and Titles Clause in Contracts

References and Titles. All references in this Agreement to Exhibits, Schedules, Sections, paragraphs, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Sections, paragraphs, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. 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 particular Section, subsection or other subdivision unless expressly so limited. The word “including” (in its various forms) means including without limitation. All references to “$” or “dollars” shall be deemed references to United States Dollars. Titles appearing at the beginning of any Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The words “this Agreement,” “here “ “hereby,” “hereunder’’ and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The words “this Section” and “this subsection,” and words of similar import, refer only to Section or subsection hereof in which such words occur. The word “or” is not exclusive. Each accounting term not defined herein, and each accounting term partly defined herein to the extent not defined, will have the meaning given to it under GAAP. Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposes. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. References to any Law or agreement (or contract) means such Law or agreement (or contract) as it may be amended from time-to-time. If an ambiguity, question of intent or question of interpretation arises, this Agreement must be construed as if drafted jointly, and there must not be any presumption, inference or conclusion drawn against either Party by virtue of the fact that its representatives have authored this Agreement or any of its terms. Any reference to an agreement or contract herein shall include any amendment, modification or replacement thereof that is in accordance with the provisions of this Agreement.

References and Titles. All references in this Agreement to Exhibitsexhibits, Schedulesschedules, Sectionsarticles, paragraphssections, subsections and other subdivisions refer to the corresponding Exhibitsexhibits, Schedulesschedules, Sectionsarticles, paragraphssections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. 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 particular Section, subsection or other subdivision unless expressly so limited. The word “including” (in its various forms) means including without limitation. All references to “$” or “dollars” shall be deemed references to United States Dollars. Titles appearing at the beginning of any Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, those subdivisions and shall will be disregarded in construing the language hereofcontained in those subdivisions. The words “this Agreement,” “here “ this instrument,” “herein,” “hereof,” “hereby,” “hereunder’’ and “hereof,” and words of similar import, import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The words phrases “this Sectionsection” and “this subsection,” and words of similar import, phrases refer only to Section the sections or subsection hereof subsections of this Agreement in which such words those phrases occur. The word “or” is not exclusive. Each accounting term not defined herein, and each accounting term partly defined herein to ; the extent not defined, will have the meaning given to it under GAAP. Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposes. word “including” (in its various forms) means “including without limitation.” Pronouns in masculine, feminine or and neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. References The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any reference herein to any Law or agreement (or contract) means such Law or agreement (or contract) as it may be amended from time-to-time. If an ambiguity, question of intent or question of interpretation arises, this Agreement must law shall be construed as if drafted jointlyreferring to such law as amended, modified, codified or reenacted, in whole or in part, and there must not in effect from time to time, (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to the restrictions contained herein), (c) with respect to the determination of any presumptiontime period, inference or conclusion drawn against either Party by virtue the word “from” means “from and including” and the word “to” means “to and including.” No provision of the fact that its representatives have authored this Agreement or any of other Loan Document shall be interpreted or construed against any Person solely because such Person or its terms. Any reference to an agreement or contract herein shall include any amendment, modification or replacement thereof that is in accordance with the provisions of this Agreementlegal representative drafted such provision.

References and Titles. All references in this Agreement to Exhibits, Schedules, Sections, paragraphs, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Sections, paragraphs, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. 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 particular Section, subsection or other subdivision unless expressly so limited. The word “including” (in its various forms) means including without limitation. All references to “$” or “dollars” shall be deemed references to United States Dollars. Titles appearing at the beginning of any Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The words “this Agreement,” “here “ here,” “hereby,” “hereunder’’ and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The words “this Section” and “this subsection,” and words of similar import, refer only to Section or subsection hereof in which such words occur. The word “or” is not exclusive. Each accounting term not defined herein, and each accounting term partly defined herein to the extent not defined, will have the meaning given to it under GAAP. Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposes. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. References to any Law or agreement (or contract) means such Law or agreement (or contract) as it may be amended from time-to-time. If an ambiguity, question of intent or question of interpretation arises, this Agreement must be construed as if drafted jointly, and there must not be any presumption, inference or conclusion drawn against either Party by virtue of the fact that its representatives have authored this Agreement or any of its terms. Any reference to an agreement or contract herein shall include any amendment, modification or replacement thereof that is in accordance with the provisions of this Agreement.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, paragraphs, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, paragraphs, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. 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 particular Section, subsection or other subdivision unless expressly so limited. The word “including” (in its various forms) means including without limitation. All references to “$” or “dollars” shall be deemed references to United States Dollars. Titles appearing at the beginning of any Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The words “this Agreement,” “here “ “hereby,” “hereunder’’ and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The words “this Article,” “this Section” and “this subsectionSubsection,” and words of similar import, refer only to the Article, Section or subsection hereof in which such words occur. The word “or” is not exclusive. Each accounting term not defined herein, and each accounting term partly defined herein to the extent not defined, will have the meaning given to it under GAAP. Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposesword “including” (in its various forms) means including without limitation. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. References As used in the representations and warranties contained in this Agreement, the phrase “to any Law or agreement (or contract) means such Law or agreement (or contract) as it may be amended from time-to-time. If an ambiguity, question of intent or question of interpretation arises, this Agreement must be construed as if drafted jointly, and there must not be any presumption, inference or conclusion drawn against either Party by virtue the knowledge” of the fact representing Party shall mean that its representatives Responsible Officers of such Party, individually or collectively, either (a) know that the matter being represented and warranted is true and accurate or (b) have authored this Agreement or any of its terms. Any reference no reason, after reasonable inquiry, to an agreement or contract herein shall include any amendment, modification or replacement thereof believe that the matter being represented and warranted is in accordance with the provisions of this Agreementnot true and accurate.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, paragraphs, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, paragraphs, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. 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 particular Section, subsection or other subdivision unless expressly so limited. The word “including” (in its various forms) means including without limitation. All references to “$” or “dollars” shall be deemed references to United States Dollars. Titles appearing at the beginning of any Articles, Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The words “this Agreement"THIS AGREEMENT,” “here “ “hereby" "HEREIN,” “hereunder’’ " "HEREBY," "HEREUNDER" and “hereof"HEREOF,” " and words of similar import, refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The words “this Section” "THIS ARTICLE," "THIS SECTION" and “this subsection"THIS SUBSECTION,” " and words of similar import, refer only to the Article, Section or subsection hereof in which such words occur. The word “or” "OR" is not exclusive. Each accounting term not defined herein, and each accounting term partly defined herein to the extent not defined, will have the meaning given to it under GAAP. Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposes. word "INCLUDING" (in its various forms) means "INCLUDING WITHOUT LIMITATION." Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. References to any Law or agreement (or contract) means such Law or agreement (or contract) as it may be amended from time-to-time. If an ambiguityAs used in the representations and warranties contained in this Agreement, question of intent or question of interpretation arises, this Agreement must be construed as if drafted jointly, and there must not be any presumption, inference or conclusion drawn against either Party by virtue the phrase "TO THE KNOWLEDGE" of the fact representing party shall mean that its representatives Responsible Officers of such representing party, individually or collectively, either (a) know that the matter being represented and warranted is true and accurate or (b) have authored this Agreement or any of its terms. Any reference no reason, after reasonable inquiry, to an agreement or contract herein shall include any amendment, modification or replacement thereof believe that the matter being represented and warranted is in accordance with the provisions of this Agreementnot true and accurate.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, paragraphs, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, paragraphs, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. 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 particular Section, subsection or other subdivision unless expressly so limited. The word “including” (in its various forms) means including without limitation. All references to “$” or “dollars” shall be deemed references to United States Dollars. Titles appearing at the beginning of any Articles, Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The words “this Agreement"THIS AGREEMENT,” “here “ “hereby" "HEREIN,” “hereunder’’ " "HEREBY," "HEREUNDER" and “hereof"HEREOF,” " and words of similar import, refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The words “this Section” "THIS ARTICLE," "THIS SECTION" and “this subsection"THIS SUBSECTION,” " and words of similar import, refer only to the Article, Section or subsection hereof in which such words occur. The word “or” "OR" is not exclusive. Each accounting term not defined herein, and each accounting term partly defined herein to the extent not defined, will have the meaning given to it under GAAP. Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposesword "INCLUDING" (in its various forms) means including without limitation. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. References to any Law or agreement (or contract) means such Law or agreement (or contract) as it may be amended from time-to-time. If an ambiguityAs used in the representations and warranties contained in this Agreement, question of intent or question of interpretation arises, this Agreement must be construed as if drafted jointly, and there must not be any presumption, inference or conclusion drawn against either Party by virtue the phrase "TO THE KNOWLEDGE" of the fact representing Party shall mean that its representatives Responsible Officers of such Party, individually or collectively, either (a) know that the matter being represented and warranted is true and accurate or (b) have authored this Agreement or any of its terms. Any reference no reason, after reasonable inquiry, to an agreement or contract herein shall include any amendment, modification or replacement thereof believe that the matter being represented and warranted is in accordance with the provisions of this Agreementnot true and accurate.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, paragraphs, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, paragraphs, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposes. Titles appearing at the beginning of any Articles, Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. 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 particular Section, subsection or other subdivision unless expressly so limited. The word “including” (in its various forms) means including without limitation. All references to “$” or “dollars” shall be deemed references to United States Dollars. Titles appearing at the beginning of any Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The words “this Agreement,” “here “ “hereby,” “hereunder’’ and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The words “this Article,” “this Section” and “this subsection,” and words of similar import, refer only to the Article, Section or subsection hereof in which such words occur. The word “or” is not exclusive. Each accounting term not defined herein, and each accounting term partly defined herein to the extent not defined, will have the meaning given to it under GAAP. Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposesword “including” (in its various forms) means including without limitation. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. References to any Law or agreement (or contract) means such Law or agreement (or contract) as it may be amended from time-to-time. If an ambiguity, question Disclosure of intent or question of interpretation arises, this Agreement must be construed as if drafted jointly, and there must a matter on a Schedule hereto shall not be any presumption, inference or conclusion drawn against either deemed a determination by a Party by virtue of the fact that its representatives have authored this Agreement or any of its terms. Any reference to an agreement or contract herein shall include any amendment, modification or replacement thereof that such matter is in accordance with the provisions material for purposes of this Agreement. All references to dollar amounts herein refer to United States dollars.

References and Titles. All references in this Agreement to Exhibits, Schedules, Sections, paragraphs, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Sections, paragraphs, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. 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 particular Section, subsection or other subdivision unless expressly so limited. The word “including” (in its various forms) means including without limitation. All references to “$” or “dollars” shall be deemed references to United States Dollars. Titles appearing at the beginning of any Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall will be disregarded in construing the language hereof. The words “this Agreement,” “here “ “hereby,” “hereunder’’ and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The words “this Section” and “this subsection,” and words of similar import, refer only to Section or subsection hereof in which such words occur. The word “or” is not exclusive, and the word “including” (in its various forms) means including without limitation. Each accounting term not defined herein, and each accounting term partly defined herein to the extent not defined, will have the meaning given to it under GAAPgenerally accepted accounting principles, as recognized by the U.S. Financial Accounting Standards Board (or any generally recognized successor). Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposes. Pronouns in masculine, feminine or neuter genders shall will be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall will be construed to include the plural and vice versa, unless the context otherwise requires. References to any Law or agreement (or contract) means mean such Law or agreement (or contract) as it may be amended from time-to-time. If an ambiguity, question of intent or question of interpretation arises, this Agreement must be construed as if drafted jointly, and there must not be any presumption, inference or conclusion drawn against either Party by virtue of the fact that its representatives have authored this Agreement or any of its terms. Any reference to an agreement or contract herein shall include includes any amendment, modification or replacement thereof that is in accordance with the provisions of this Agreement.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, paragraphs, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, paragraphs, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language of this Agreement. 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 particular Section, subsection or other subdivision unless expressly so limited. The word “including” (in its various forms) means including without limitation. All references to “$” or “dollars” shall be deemed references to United States Dollars. Titles appearing at the beginning of any Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The words “this Agreement,” “here “ “hereby,” “hereunder’’ and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The words “this Article,” “this Section” and “this subsection,” and words of similar import, refer only to the Article, Section or subsection hereof of this Agreement in which such words occur. The word “or” is not exclusive. Each accounting term not defined herein, and each accounting term partly defined herein to the extent not defined, will have the meaning given to it under GAAP. Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposesword “including” (in its various forms) means including without limitation. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. References to a particular statute or regulation include all rules and regulations thereunder and any Law predecessor or agreement (successor statute, rules or contract) means such Law regulation, in each case as amended or agreement (or contract) as it may be amended otherwise modified from time-to-time to time. If an ambiguity, question of intent or question of interpretation arises, this Agreement must be construed as if drafted jointly, References to a particular Person include such Person’s successors and there must assigns to the extent not be any presumption, inference or conclusion drawn against either Party prohibited by virtue of the fact that its representatives have authored this Agreement or any of its terms. Any reference to an agreement or contract herein shall include any amendment, modification or replacement thereof that is in accordance with the provisions of this Agreement. References to "$" or "dollars" means United States Dollars.

References and Titles. All references in this Agreement to Exhibits, Schedules, Sections, paragraphs, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Sections, paragraphs, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. 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 particular Section, subsection or other subdivision unless expressly so limited. The word “including” (in its various forms) means including without limitation. All references to “$” or “dollars” shall be deemed references to United States Dollars. Titles appearing at the beginning of any Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The words “this Agreement,” “here “ “hereby,” “hereunder’’ and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The words “this Section” and “this subsection,” and words of similar import, refer only to Section or subsection hereof in which such words occur. The word “or” is not exclusive. Each accounting term not defined herein, and each accounting term partly defined herein to the extent not defined, will have the meaning given to it under GAAP. Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposes. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. References to any Law or agreement (or contract) means such Law or agreement (or contract) as it may be amended from time-to-time. If an ambiguity, question of intent or question of interpretation arises, this Agreement must be construed as if drafted jointly, and there must not be any presumption, inference or conclusion drawn against either Party by virtue of the fact that its representatives have authored this Agreement or any of its terms. Any reference to an agreement or contract herein shall include any amendment, modification or replacement thereof that is in accordance with the provisions of this Agreement.

References and Titles. All references in this Agreement to Exhibits, Schedules, Sections, paragraphs, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Sections, paragraphs, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. 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 particular Section, subsection or other subdivision unless expressly so limited. The word “including” (in its various forms) means including without limitation. All references to “$” or “dollars” shall be deemed references to United States Dollars. Titles appearing at the beginning of any Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The words “this Agreement,” “here “ here,” “hereby,” “hereunder’’ and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The words “this Section” and “this subsection,” and words of similar import, refer only to Section or subsection hereof in which such words occur. The word “or” is not exclusive, and the word “including” (in its various forms) means including without limitation. Each accounting term not defined herein, and each accounting term partly defined herein to the extent not defined, will have the meaning given to it under GAAP. Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposes. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. References to any Law or agreement (or contract) means such Law or agreement (or contract) as it may be amended from time-to-time. If an ambiguity, question of intent or question of interpretation arises, this Agreement must be construed as if drafted jointly, and there must not be any presumption, inference or conclusion drawn against either Party by virtue of the fact that its representatives have authored this Agreement or any of its terms. Any reference to an agreement or contract herein shall include any amendment, modification or replacement thereof that is in accordance with the provisions of this Agreement.

References and Titles. All references in this Agreement to Exhibitsexhibits, Schedulesschedules, Sectionsarticles, paragraphssections, subsections and other subdivisions refer to the corresponding Exhibitsexhibits, Schedulesschedules, Sectionsarticles, paragraphssections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. 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 particular Section, subsection or other subdivision unless expressly so limited. The word “including” (in its various forms) means including without limitation. All references to “$” or “dollars” shall be deemed references to United States Dollars. Titles appearing at the beginning of any Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, those subdivisions and shall will be disregarded in construing the language hereofcontained in those subdivisions. The words “this Agreement,” “here “ this instrument,” “herein,” “hereof,” “hereby,” “hereunder’’ and “hereof,” and words of similar import, import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The words phrases “this Sectionsection” and “this subsection,” and words of similar import, phrases refer only to Section the sections or subsection hereof subsections of this Agreement in which such words those phrases occur. The word “or” is not exclusive. Each accounting term not defined herein, and each accounting term partly defined herein to ; the extent not defined, will have the meaning given to it under GAAP. Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposes. word “including” (in its various forms) means “including without limitation.” Pronouns in masculine, feminine or and neuter genders Benders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. References The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any reference herein to any Law or agreement (or contract) means such Law or agreement (or contract) as it may be amended from time-to-time. If an ambiguity, question of intent or question of interpretation arises, this Agreement must law shall be construed as if drafted jointlyreferring to such law as amended, modified, codified or reenacted, in whole or in Part, and there must not in effect from time to time, (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to the restrictions contained herein), (c) with respect to the determination of any presumptiontime period, inference or conclusion drawn against either Party by virtue the word “from” means “from and including” and the word “to” means “to and including.” No provision of the fact that its representatives have authored this Agreement or any of other Loan Document shall be interpreted or construed against any Person solely because such Person or its terms. Any reference to an agreement or contract herein shall include any amendment, modification or replacement thereof that is in accordance with the provisions of this Agreementlegal representative drafted such provision.

References and Titles. All references in this Agreement to Exhibits, Schedules, Sectionsarticles, paragraphssections, subsections subsections, definitions and other subdivisions refer to the corresponding Exhibits, Schedules, Sectionsarticles, paragraphssections, subsections subsections, definitions and other subdivisions of or to this Agreement unless expressly provided otherwise. The words “this Agreement,” “herein,” “hereby,” “hereunder” Exhibits and “hereof,” and words of similar import, refer to this Agreement as a whole and not Schedules to any particular Section, subsection or other subdivision unless expressly so limited. The word “including” (in its various forms) means including without limitation. All references to “$” or “dollars” Transaction Document shall be deemed references incorporated by reference in such Transaction Document. References to United States Dollarsany document, instrument, or agreement (a) shall include all exhibits, schedules, and other attachments thereto, and (b) shall include all documents, instruments, or agreements issued or executed in replacement thereof. Titles appearing at the beginning of any Sections, subsections or other subdivisions of this Agreement are for convenience only, only and do not constitute any part of this Agreement, such subdivisions and shall be disregarded in construing the language hereofcontained in such subdivisions. The words “this Agreement,” ”, “here “ this instrument”, “herein”, “hereof”, “hereby,” ”, “hereunder’’ and “hereof,” and words of similar import, import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The words phrases “this Sectionsection” and “this subsection,” and words of similar import, phrases refer only to Section the sections or subsection subsections hereof in which such words phrases occur. The word “or” is not exclusive. Each accounting term not defined herein, and each accounting term partly defined herein the word “including” (in its various forms) means “including without limitation”. References to the extent not defined, will have the meaning given to it under GAAP. Exhibits a Person’s “discretion” means its sole and Schedules referred to herein are attached to and by this reference incorporated herein for all purposesabsolute discretion. Pronouns in masculine, feminine or and neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Accounting terms have the meanings assigned to them by GAAP, as applied by the accounting entity to which they refer. References to “days” shall mean calendar days, unless the term “Business Day” is used. Unless otherwise specified, references herein to any Law or agreement (or contract) means such Law or agreement (or contract) as it may be amended from time-to-time. If an ambiguity, question of intent or question of interpretation arises, this Agreement must be construed as if drafted jointly, particular Person also refer to its successors and there must not be any presumption, inference or conclusion drawn against either Party by virtue of the fact that its representatives have authored this Agreement or any of its terms. Any reference to an agreement or contract herein shall include any amendment, modification or replacement thereof that is in accordance with the provisions of this Agreementpermitted assigns.

References and Titles. All references Words of any gender used in this Agreement each Loan Document shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural and vice versa, unless the context otherwise requires. References in any Loan Document to Exhibits, Schedules, Articles, Sections, paragraphs, subsections and or other subdivisions shall refer to the corresponding Exhibits, Schedules, Articles, Sections, paragraphs, subsections and other or subdivisions of that Loan Document, unless specific reference is made to another document or instrument. Exhibits and Schedules to this Agreement unless expressly any Loan Document shall be deemed incorporated by reference to such Loan Document. All capitalized terms used in each Loan Document which refer to other documents shall be deemed to refer to such other documents as they may be renewed, extended, supplemented, amended or otherwise modified from time to time, provided otherwisesuch documents are not renewed, extended or modified in breach of any provision contained in the Loan Documents or, in the case of any other document to which Agent or any Lender is a party or of which Agent or any Lender is an intended beneficiary, without the consent of Agent and, to the extent required herein, Lenders. All accounting terms used but not specifically defined in any Loan Document shall be construed in accordance with GAAP. The words “"this Agreement,” “", "herein,” “", "hereof", "hereby,” “", "hereunder” and “hereof,” " and words of similar import, import when used in each Loan Document refer to this Agreement as a whole and not to any particular Section, subsection or other subdivision unless expressly so limited. The word “including” (in its various forms) means including without limitation. All references to “$” or “dollars” shall be deemed references to United States Dollars. Titles appearing at the beginning of any Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The words “this Agreement,” “here “ “hereby,” “hereunder’’ and “hereof,” and words of similar import, refer to this Agreement that Loan Document as a whole and not to any particular subdivision unless expressly so limited. The words “phrases "this Paragraph", "this subparagraph", "this Section” and “", "this subsection,” " and words of similar import, phrases used in any operative document refer only to Section the Paragraph, subparagraph, Section, subsection or subsection hereof other subdivision described in which such words occurthe phrase occurs. The As used in the Loan Documents the word “"or” " is not exclusive. Each accounting term not defined herein, and each accounting term partly defined herein to the extent not defined, will have the meaning given to it under GAAP. Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposes. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) As used in the singular form Loan Documents, the words "include", "including" and similar terms shall be construed to include the plural and vice versa, unless the context otherwise requires. References to any Law or agreement (or contract) means such Law or agreement (or contract) as it may be amended from time-to-time. If an ambiguity, question of intent or question of interpretation arises, this Agreement must be construed as if drafted jointlyfollowed by "without limitation to". Unless otherwise specified, references herein to any particular Person also refers to its successors and there must not be any presumption, inference or conclusion drawn against either Party by virtue of the fact that its representatives have authored this Agreement or any of its terms. Any reference to an agreement or contract herein shall include any amendment, modification or replacement thereof that is in accordance with the provisions of this Agreementpermitted assigns.

References and Titles. All references in this Agreement to --------------------- Exhibits, Schedules, Articles, Sections, paragraphssubsections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, paragraphssubsections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. 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 particular Section, subsection or other subdivision unless expressly so limited. The word “including” (in its various forms) means including without limitation. All references to “$” or “dollars” shall be deemed references to United States Dollars. Titles appearing at the beginning of any Articles, Sections, subsections subsections, or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreementsuch Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language hereofcontained therein. The words “"this Agreement,” “here “ “" "herein," "hereby,” “" "hereunder’’ ," and “"hereof,” " and words of -------------- ------ ------ --------- ------ similar import, refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The words “"this Section” and “," "this ------------ ---- subsection,” " and words of similar import, refer only to Section the Sections or subsection ---------- subsections hereof in which such words occur. The word “or” is not exclusive. Each accounting term not defined herein, and each accounting term partly defined herein to the extent not defined, will have the meaning given to it under GAAP. Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposes. "including" (in its various forms) means "including without limitation." Pronouns in masculine, feminine ---------------------------- feminine, or neuter genders shall be construed to state and include any other gender, gender and words, terms terms, and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise expressly requires. References to any Law or agreement (or contract) means such Law or agreement (or contract) as it may be amended from time-to-time. If an ambiguityUnless the context otherwise requires, question of intent or question of interpretation arises, this Agreement must be construed as if drafted jointly, and there must not be any presumption, inference or conclusion drawn against either Party by virtue of the fact that its representatives have authored this Agreement or any of its terms. Any reference to an agreement or contract all defined terms contained herein shall include any amendmentthe singular and plural forms of such defined terms. All references in this Agreement to "the Company and its Subsidiaries" or to "the Company and its Material Subsidiaries" means the Company and its Subsidiaries or the Company and its Material Subsidiaries, modification or replacement thereof that is in accordance with as the provisions of this Agreementcase may be, taken as a whole.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, paragraphssubsections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, paragraphssubsections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. 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 particular Section, subsection or other subdivision unless expressly so limited. The word “including” (in its various forms) means including without limitation. All references to “$” or “dollars” shall be deemed references to United States Dollars. Titles appearing at the beginning of any Articles, Sections, subsections subsections, or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreementsuch Articles, Sections, subsections, or other subdivisions, and shall be disregarded in construing the language hereofcontained in such subdivisions. The words “"this Agreement,” “here “ “" "herein," "hereby,” “" "hereunder’’ ," and “"hereof,” " and words of similar import, refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The words “"this Section” " and “"this subsection,” " and words of similar import, refer only to Section the Sections or subsection subsections hereof in which such words occur. The word “"or” " is not exclusive. Each accounting term not defined herein, and each accounting term partly defined herein to the extent not defined, will have the meaning given to it under GAAP. Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposes. word "including" (in its various forms) means "including without limitation." Pronouns in masculine, feminine feminine, or neuter genders shall be construed to state and include any other gender, and words, terms terms, and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise expressly requires. References As used in the representations and warranties contained in this Agreement, the phrase "to any Law the knowledge of" shall mean, with respect to a specified representing party, that the Responsible Officers of such representing party, individually or agreement collectively, have conducted such investigations and inquiries that they reasonably believe to be most likely to confirm the truth and accuracy of the matter being represented and warranted (or contracthave caused such investigations and inquiries to be made under their supervision) means and, after evaluating the findings of such Law investigations and inquiries, either (a) know that the matter being represented and warranted is true and accurate or agreement (or contractb) as it may be amended from time-to-time. If an ambiguity, question of intent or question of interpretation arises, this Agreement must be construed as if drafted jointly, have no reason to believe that the matter being represented and there must warranted is not be any presumption, inference or conclusion drawn against either Party by virtue of the fact that its representatives have authored this Agreement or any of its terms. Any reference to an agreement or contract herein shall include any amendment, modification or replacement thereof that is in accordance with the provisions of this Agreementtrue and accurate.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, paragraphssubsections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, paragraphssubsections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. 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 particular Section, subsection or other subdivision unless expressly so limited. The word “including” (in its various forms) means including without limitation. All references to “$” or “dollars” shall be deemed references to United States Dollars. Titles appearing at the beginning of any Articles, Sections, subsections subsections, or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreementsuch Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language hereofcontained therein. The words “this Agreement"THIS AGREEMENT,” “here “ “hereby" "HEREIN,” “hereunder’’ " "HEREBY," "HEREUNDER," " and “hereof"HEREOF,” " and words of similar import, refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The words “this Section” and “this subsection"THIS SECTION,” " "THIS SUBSECTION," and words of similar import, refer only to Section the Sections or subsection subsections hereof in which such words occur. The word “or” "OR" is not exclusive. Each accounting term not defined herein, and each accounting term partly defined herein to the extent not defined, will have the meaning given to it under GAAP. Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposes. word "INCLUDING" (in its various forms) means "INCLUDING WITHOUT LIMITATION." Pronouns in masculine, feminine feminine, or neuter genders shall be construed to state and include any other gender, gender and words, terms terms, and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise expressly requires. References to any Law or agreement (or contract) means such Law or agreement (or contract) as it may be amended from time-to-time. If an ambiguityUnless the context otherwise requires, question of intent or question of interpretation arises, this Agreement must be construed as if drafted jointly, and there must not be any presumption, inference or conclusion drawn against either Party by virtue of the fact that its representatives have authored this Agreement or any of its terms. Any reference to an agreement or contract all defined terms contained herein shall include any amendment, modification or replacement thereof that is in accordance with the provisions singular and plural and the conjunctive and disjunctive forms of this Agreementsuch defined terms.

References and Titles. All references in this Agreement to Exhibits, Schedules, Appendices, Articles, Sections, paragraphs, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Appendices, Articles, Sections, paragraphs, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. 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 particular Section, subsection or other subdivision unless expressly so limited. The word “including” (in its various forms) means including without limitation. All references to “$” or “dollars” shall be deemed references to United States Dollars. Titles appearing at the beginning of any Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, those subdivisions and shall will be disregarded in construing the language hereofcontained in those subdivisions. The words “this Agreement,” “here “ this instrument,” “herein,” “hereof,” “hereby,” “hereunder’’ and “hereof,” and words of similar import, import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The words phrases “this Sectionsection” and “this subsection,” and words of similar import, phrases refer only to Section the sections or subsection hereof subsections of this Agreement in which such words those phrases occur. The word “or” is not exclusive. Each accounting term not defined herein, and each accounting term partly defined herein to ; the extent not defined, will have the meaning given to it under GAAP. Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposes. word “including” (in its various forms) means “including without limitation.” Pronouns in masculine, feminine or and neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. References The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any reference herein to any Law or agreement (or contract) means such Law or agreement (or contract) as it may be amended from time-to-time. If an ambiguity, question of intent or question of interpretation arises, this Agreement must law shall be construed as if drafted jointlyreferring to such law as amended, modified, codified or reenacted, in whole or in part, and there must not in effect from time to time; (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to the restrictions contained herein); and (c) with respect to the determination of any presumptiontime period, inference or conclusion drawn against either Party by virtue the word “from” means “from and including” and the word “to” means “to and including.” A reference herein to a number of the fact “days” will be intended to refer to that its representatives have authored number of calendar (as opposed to working) days, unless otherwise specifically provided. No provision of this Agreement or any of other Transaction Document shall be interpreted or construed more strictly against any Person solely because such Person or its terms. Any reference to an agreement or contract herein shall include any amendment, modification or replacement thereof that is in accordance with the provisions of this Agreementlegal representative drafted such provision.

References and Titles. All references in this Agreement to Exhibits, Schedules, Sectionsarticles, paragraphssections, subsections subsections, definitions and other subdivisions refer to the corresponding Exhibits, Schedules, Sectionsarticles, paragraphssections, subsections subsections, definitions and other subdivisions of or to this Agreement unless expressly provided otherwise. The words “this Agreement,” “herein,” “hereby,” “hereunder” Exhibits and “hereof,” and words of similar import, refer to this Agreement as a whole and not Schedules to any particular Section, subsection or other subdivision unless expressly so limited. The word “including” (in its various forms) means including without limitation. All references to “$” or “dollars” Loan Document shall be deemed references incorporated by reference in such Loan Document. References to United States Dollarsany document, instrument, or agreement (a) shall include all exhibits, schedules, and other attachments thereto, and (b) shall include all documents, instruments, or agreements issued or executed in replacement thereof. Titles appearing at the beginning of any Sections, subsections or other subdivisions of this Agreement are for convenience only, only and do not constitute any part of this Agreement, such subdivisions and shall be disregarded in construing the language hereofcontained in such subdivisions. The words “this Agreement,” ”, “here “ this instrument”, “herein”, “hereof”, “hereby,” ”, “hereunder’’ and “hereof,” and words of similar import, import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The words phrases “this Sectionsection” and “this subsection,” and words of similar import, phrases refer only to Section the sections or subsection subsections hereof in which such words phrases occur. The word “or” is not exclusive. Each accounting term not defined herein, and each accounting term partly defined herein the word “including” (in its various forms) means “including without limitation”. Except as expressly provided otherwise, references to the extent not defined, will have the meaning given to it under GAAP. Exhibits a Person’s “discretion” means its sole and Schedules referred to herein are attached to and by this reference incorporated herein for all purposesabsolute discretion. Pronouns in masculine, feminine or and neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Accounting terms have the meanings assigned to them by GAAP, as applied by the accounting entity to which they refer. References to “days” shall mean calendar days, unless the term “Business Day” is used. Unless otherwise specified, references herein to any Law or agreement (or contract) means such Law or agreement (or contract) as it may be amended from time-to-time. If an ambiguity, question of intent or question of interpretation arises, this Agreement must be construed as if drafted jointly, particular Person also refer to its successors and there must not be any presumption, inference or conclusion drawn against either Party by virtue of the fact that its representatives have authored this Agreement or any of its terms. Any reference to an agreement or contract herein shall include any amendment, modification or replacement thereof that is in accordance with the provisions of this Agreementpermitted assigns.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, paragraphssubsections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, paragraphssubsections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. 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 particular Section, subsection or other subdivision unless expressly so limited. The word “including” (in its various forms) means including without limitation. All references to “$” or “dollars” shall be deemed references to United States Dollars. Titles appearing at the beginning of any Articles, Sections, subsections subsections, or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreementsuch Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language hereofcontained therein. The words “this Agreement"THIS AGREEMENT,” “here “ “hereby" "HEREIN,” “hereunder’’ " "HEREBY," "HEREUNDER," and “hereof"HEREOF,” " and words of similar import, refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The words “this Section” and “this subsection"THIS SECTION,” " "THIS SUBSECTION," and words of similar import, refer only to Section the Sections or subsection subsections hereof in which such words occur. The word “or” is not exclusive. Each accounting term not defined herein, and each accounting term partly defined herein to the extent not defined, will have the meaning given to it under GAAP. Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposes. "INCLUDING" (in its various forms) means "INCLUDING WITHOUT LIMITATION." Pronouns in masculine, feminine feminine, or neuter genders shall be construed to state and include any other gender, gender and words, terms terms, and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise expressly requires. References to any Law or agreement (or contract) means such Law or agreement (or contract) as it may be amended from time-to-time. If an ambiguityUnless the context otherwise requires, question of intent or question of interpretation arises, this Agreement must be construed as if drafted jointly, and there must not be any presumption, inference or conclusion drawn against either Party by virtue of the fact that its representatives have authored this Agreement or any of its terms. Any reference to an agreement or contract all defined terms contained herein shall include any amendment, modification or replacement thereof that is in accordance with the provisions singular and plural and the conjunctive and disjunctive forms of this Agreementsuch defined terms.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, paragraphssubsections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, paragraphssubsections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. 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 particular Section, subsection or other subdivision unless expressly so limited. The word “including” (in its various forms) means including without limitation. All references to “$” or “dollars” shall be deemed references to United States Dollars. Titles appearing at the beginning of any Articles, Sections, subsections subsections, or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreementsuch Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language hereofcontained therein. The words “this Agreement"THIS AGREEMENT,” “here “ “hereby" "HEREIN,” “hereunder’’ " "HEREBY," "HEREUNDER," and “hereof"HEREOF,” " and words of similar import, refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The words “this Section” and “this subsection"THIS SECTION,” " "THIS SUBSECTION," and words of similar import, refer only to Section the Sections or subsection subsections hereof in which such words occur. The word “or” is not exclusive. Each accounting term not defined herein, and each accounting term partly defined herein to the extent not defined, will have the meaning given to it under GAAP. Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposes. "INCLUDING" (in its various forms) means "INCLUDING WITHOUT LIMITATION." Pronouns in masculine, feminine feminine, or neuter genders shall be construed to state and include any other gender, gender and words, terms terms, and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise expressly requires. References to any Law or agreement (or contract) means such Law or agreement (or contract) as it may be amended from time-to-time. If an ambiguityUnless the context otherwise requires, question of intent or question of interpretation arises, this Agreement must be construed as if drafted jointly, and there must not be any presumption, inference or conclusion drawn against either Party by virtue of the fact that its representatives have authored this Agreement or any of its terms. Any reference to an agreement or contract all defined terms contained herein shall include any amendment, modification or replacement thereof that is in accordance with the provisions singular and plural and the conjunctive and disjunctive forms of this Agreement.such defined terms. ARTICLE 2

References and Titles. All references in this Agreement to Exhibitsexhibits, Schedulesschedules, Sectionsarticles, paragraphssections, subsections and other subdivisions refer to the corresponding Exhibitsexhibits, Schedulesschedules, Sectionsarticles, paragraphssections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. 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 particular Section, subsection or other subdivision unless expressly so limited. The word “including” (in its various forms) means including without limitation. All references to “$” or “dollars” shall be deemed references to United States Dollars. Titles appearing at the beginning of any Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, those subdivisions and shall will be disregarded in construing the language hereofcontained in those subdivisions. The words “"this Agreement,” “here “ “" "this instrument," "herein," "hereof," "hereby,” “" "hereunder’’ and “hereof,” " and words of similar import, import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The words “phrases "this Section” section" and “"this subsection,” " and words of similar import, phrases refer only to Section the sections or subsection hereof subsections of this Agreement in which such words those phrases occur. The word “"or” " is not exclusive. Each accounting term not defined herein, and each accounting term partly defined herein to ; the extent not defined, will have the meaning given to it under GAAP. Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposes. word "including" (in its various forms) means "including without limitation." Pronouns in masculine, feminine or and neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. References The word "will" shall be construed to have the same meaning and effect as the word "shall." Unless the context requires otherwise (a) any reference herein to any Law or agreement (or contract) means such Law or agreement (or contract) as it may be amended from time-to-time. If an ambiguity, question of intent or question of interpretation arises, this Agreement must law shall be construed as if drafted jointlyreferring to such law as amended, modified, codified or reenacted, in whole or in part, and there must not in effect from time to time, (b) any reference herein to any Person shall be construed to include such Person's successors and assigns (subject to the restrictions contained herein), (c) with respect to the determination of any presumptiontime period, inference or conclusion drawn against either Party by virtue the word "from" means "from and including" and the word "to" means "to and including." No provision of the fact that its representatives have authored this Agreement shall be interpreted or construed against any of Person solely because such Person or its terms. Any reference to an agreement or contract herein shall include any amendment, modification or replacement thereof that is in accordance with the provisions of this Agreementlegal representative drafted such provision.