Common use of 2Interpretation Clause in Contracts

2Interpretation. (a)In the case of this Agreement and each other Loan Document, (i) the meanings of defined terms are equally applicable to the singular and plural forms of the defined terms; (ii) Annex, Exhibit, Schedule and Section references are to such Loan Document unless otherwise specified; (iii) the term “including” is not limiting and means “including but not limited to”; (iv) in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including”; (v) unless otherwise expressly provided in such Loan Document, (A) references to agreements and other contractual instruments shall be deemed to include all subsequent amendments, restatements and other modifications thereto, but only to the extent such amendments, restatements and other modifications are not prohibited by the terms of any Loan Document, and (B) references to any statute, directive or regulation shall be construed as including all statutory and regulatory provisions amending, replacing, supplementing or interpreting such statute, directive or regulation; (vi) this Agreement and the other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters, all of which are cumulative and each shall be performed in accordance with its terms and (vii) this Agreement and the other Loan Documents are the result of negotiations among and have been reviewed by counsel to Agent, Xxxxxxxx, 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 Xxxxxxxx’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; and (y) deemed to have been given only by a specific writing intended for such purpose executed by Agent.

2Interpretation. (a)In the case For all purposes of this Agreement and each other Loan DocumentAgreement, except as otherwise expressly herein provided, (i) the terms defined in this Section 1 shall have the meanings of defined terms are equally applicable assigned to them in this Section 1 and include the singular and plural forms of as well as the defined terms; singular, (ii) Annexall accounting terms not otherwise defined herein have the meanings assigned under the Accounting Standards, Exhibit, Schedule (iii) all references in this Agreement to designated “Sections” and Section references other subdivisions are to the designated Sections and other subdivisions of the body of this Agreement, (iv) pronouns of either gender or neuter shall include, as appropriate, the other pronoun forms, (v) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision, (vi) all references in this Agreement to designated Schedules, Exhibits and Appendices are to the Schedules, Exhibits and Appendices attached to this Agreement, (vii) references to this Agreement, any other Transaction Documents and any other document shall be construed as references to such Loan Document unless otherwise specified; document as the same may be amended, supplemented or novated from time to time, (iiiviii) the term “or” is not exclusive, (ix) the term “including” is not limiting and means will be deemed to be followed by “including , but not limited to,” (x) the terms “shall”; , “will”, and “agrees” are mandatory, and the term “may” is permissive, (ivxi) in the computation of periods of time from a specified date to a later specified date, the word phrase “fromdirectly or indirectly” means directly, or indirectly through one or more intermediate Persons or through contractual or other arrangements, and “from and includingdirect or indirect” has the correlative meaning, (xii) the expression “Investor(s)”; the words , “toHolder”, “Founder Holding Company” and “untilFounder” each mean and “to but excluding”Investor(s)” shall, unless the context prohibits, include its respective successors, permitted transferees and the word “through” means “to assigns and including”; (v) unless otherwise expressly provided in such Loan Documentany Persons deriving title under it, (Axiii) the term “voting power” refers to the number of votes attributable to the Shares (on an as-converted basis) in accordance with the terms of the Memorandum and Articles, (xiv) the headings used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement, (xv) references to agreements laws include any such law modifying, re-enacting, extending or made pursuant to the same or which is modified, re-enacted, or extended by the same or pursuant to which the same is made, and other contractual instruments (xvi) all references to dollars or to “US$” are to currency of the U.S. and all references to RMB are to currency of the PRC (and each shall be deemed to include all subsequent amendments, restatements and other modifications thereto, but only reference to the extent such amendments, restatements and equivalent amount in other modifications are not prohibited by the terms of any Loan Document, and (B) references to any statute, directive or regulation shall be construed as including all statutory and regulatory provisions amending, replacing, supplementing or interpreting such statute, directive or regulation; (vi) this Agreement and the other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters, all of which are cumulative and each shall be performed in accordance with its terms and (vii) this Agreement and the other Loan Documents are the result of negotiations among and have been reviewed by counsel to Agent, Xxxxxxxx, 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 Xxxxxxxx’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; and (y) deemed to have been given only by a specific writing intended for such purpose executed by Agentcurrencies).

2Interpretation. In this Agreement: words such as hereunder, hereto, hereof and herein and other words commencing with here refer to the whole of this document and not to any particular section or Clause of this document; any reference to a person, if the context so requires or admits, include a company, partnership or unincorporated association; words importing the singular, where the context so requires or admits, include the plural and vice versa and reference to the masculine, feminine or neuter genders include references to the other genders; any reference to a Clause or Schedule is a reference to a Clause or Schedule (a)In as the case may be) of this Agreement and each other Loan Documentany reference in a Clause to a sub-clause, (i) the meanings of defined terms are equally applicable paragraph or sub-paragraph is a reference to the singular and plural forms a sub-clause, paragraph or sub-paragraph of the defined termsClause in which the reference is contained; (ii) Annex, Exhibit, Schedule the contents of the Schedules form an integral part of this Agreement and Section references are to such Loan Document unless otherwise specified; (iii) the term “including” is not limiting and means “including but not limited to”; (iv) have as full effect as if they were incorporated in the computation body of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including”; (v) unless otherwise expressly provided in such Loan Document, (A) references to agreements and other contractual instruments shall be deemed to include all subsequent amendments, restatements and other modifications thereto, but only to the extent such amendments, restatements and other modifications are not prohibited by the terms of any Loan Document, and (B) references to any statute, directive or regulation shall be construed as including all statutory and regulatory provisions amending, replacing, supplementing or interpreting such statute, directive or regulation; (vi) this Agreement and the other Loan Documents expressions this Agreement and the Agreement as used in the Schedules mean this Agreement and any reference to this Agreement is deemed to include the Schedules; the headings and captions to the Clauses and Schedules in this Agreement are inserted for convenience of reference only and shall not be considered a part of or affect the construction or interpretation of this Agreement; any reference to any legislation, order or regulation in this Agreement includes reference to any extension, modification, replacement or re-enactment of it from time to time in force and all regulations and orders from time to time made under it and any analogous provision or rule under any applicable law for the time being in force; a reference to any document includes that document as it has been or may use several different limitationsbe, tests or measurements subject to regulate the same or similar matters, all of which are cumulative and each shall be performed in accordance with its terms or by operation of law, amended, restated, supplemented, varied, assigned, novated, or otherwise from time to time; terms such as including, in particular, such as, and (vii) for example are not to be read as exhaustive, or to limit, but may extend the generality of the provisions to which they relate; this Agreement shall not be interpreted contra proferentum; any reference to the Licensee or the EPA shall, where the context so admits, include each of their successors and permitted assigns as the case may be and, in respect of the EPA’s successors and permitted assigns, each such person is entitled to enforce and rely upon this Agreement as if named in this Agreement; section 75 of the Land and Conveyancing Law Reform Act 2009 does not apply to this Agreement; and the Insolvency of the Licensee or disclaimer of the Licence does not limit or affect the Licensee’s Obligations for the purposes of this Agreement and in such a case the other Loan Documents Licensee’s Obligations (including all obligations, responsibilities, liabilities and duties under them) are deemed to be the result of negotiations among and exact same as they would have been reviewed by counsel to Agent, Xxxxxxxx, Lenders and but for the other parties hereto and thereto and are Insolvency of the products Licensee or disclaimer of all parties; accordingly, they shall not be construed against Borrower, Agent or Lenders merely because of Xxxxxxxx’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; and (y) deemed to have been given only by a specific writing intended for such purpose executed by AgentLicence.

2Interpretation. In this Deed: any reference to a person, if the context so requires or admits, include a company, partnership or unincorporated association; words importing the singular, where the context so requires or admits, include the plural and vice versa and reference to the masculine, feminine or neuter genders include references to the other genders; any reference to a Clause or Schedule is a reference to a Clause or Schedule (a)In as the case may be) of this Deed and any reference in a Clause to a sub-clause, paragraph or sub-paragraph is a reference to a sub-clause, paragraph or sub-paragraph of the Clause in which the reference is contained; the contents of the Schedules form an integral part of this Deed and have as full effect as if they were incorporated in the body of this Deed and the expressions this Deed and the Deed as used in the Schedules mean this Guarantee, Performance and Payment Agreement and each other Loan Document, (i) the meanings of defined terms are equally applicable any reference to the singular and plural forms of the defined terms; (ii) Annex, Exhibit, Schedule and Section references are to such Loan Document unless otherwise specified; (iii) the term “including” this Deed is not limiting and means “including but not limited to”; (iv) in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including”; (v) unless otherwise expressly provided in such Loan Document, (A) references to agreements and other contractual instruments shall be deemed to include all subsequent amendments, restatements the Schedules; the headings and other modifications thereto, but only captions to the extent such amendments, restatements Clauses and other modifications Schedules in this Deed are inserted for convenience of reference only and shall not prohibited by be considered a part of or affect the terms construction or interpretation of this Deed; any Loan Document, and (B) references reference to any statutelegislation, directive order or regulation shall be construed in this Deed includes reference to any extension, modification, replacement or re-enactment of it from time to time in force and all regulations and orders from time to time made under it and any analogous provision or rule under any applicable law for the time being in force; a reference to any document includes that document as including all statutory it has been or may be, subject to and regulatory provisions amending, replacing, supplementing or interpreting such statute, directive or regulation; (vi) this Agreement and the other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters, all of which are cumulative and each shall be performed in accordance with its terms or by operation of law, amended, restated, supplemented, varied, assigned, novated, or otherwise from time to time; terms such as including, in particular, such as, and (vii) for example are not to be read as exhaustive, or to limit, but may extend the generality of the provisions to which they relate; this Agreement and the other Loan Documents are the result of negotiations among and have been reviewed by counsel to Agent, Xxxxxxxx, Lenders and the other parties hereto and thereto and are the products of all parties; accordingly, they Deed shall not be construed against Borrowerinterpreted contra proferentum; any reference to the Licensee or the EPA shall, Agent or Lenders merely because where the context so admits, include each of Xxxxxxxx’s, Agent’s or Lenders’ involvement in their preparation. Except where otherwise expressly provided in successors and permitted assigns as the Loan Documentscase may be and, in any instance where respect of the approvalEPA’s successors and permitted assigns, consent each such person is entitled to enforce and rely upon this Deed as if named in this Deed; section 75 of the Land and Conveyancing Law Reform Act 2009 does not apply to this Deed; and the Insolvency of the Licensee or disclaimer of the exercise Licence does not limit or affect the Licensee’s Obligations for the purposes of Agentthis Deed and in such a case the Licensee’s judgment is requiredObligations (including all obligations, responsibilities, liabilities and duties under them) are deemed to be the exact same as they would have been but for the Insolvency of the Licensee or disclaimer of the Licence. 2UNDERTAKINGS Subject always to Clause 2.6, the granting Surety hereby: [on demand by the EPA,] guarantees the Licensee’s Obligations and as separate, several and independent obligations, undertakes, covenants and agrees, to observe, perform, fulfill, carry out and/or discharge the Licensee's Obligations, or denial procure the observance, performance, fulfilment, carrying out and discharge of same on demand by the EPA; and undertakes, covenants and agrees, on demand by the EPA, to pay the cost of any Works to the EPA. The EPA may issue a demand on the Surety pursuant to Clause 2.1.1 in accordance with Clause 4.1. The EPA may issue a demand on the Surety pursuant to Clause 2.1.2 in accordance with Clause 4.2. In the case of Insolvency of the Licensee, the Licensee’s Obligations include all liabilities and obligations which would at any time have been owed by the Licensee in respect of the Licensee’s Obligations if such approval or consent Insolvency had commenced at the time when the EPA received actual notice thereof and notwithstanding such Insolvency. The liability of the exercise of such judgment Surety under this Deed shall be (x) within the as sole and absolute discretion primary obligor and not merely as surety. The Surety hereby waives all and any of Agent its rights as surety which may at any time be inconsistent with any of the provisions of this Deed and irrevocably and unconditionally indemnifies and agrees to keep the EPA indemnified immediately on demand by the EPA against all actions and proceedings, costs, damages, expenses, claims and losses whatsoever of the EPA, arising as a result of any one or more of the following: failure by the Licensee to observe, perform, fulfill, carry out and/or Lendersdischarge the Licensee's Obligations; the undertakings, covenants and agreements in Clause 2.1 (or any part of it) being or becoming unenforceable, irrecoverable, void or capable of being avoided for any reason whatsoever; and (y) deemed all or any part of the Licensee's Obligations becoming illegal or unenforceable, irrecoverable, void or capable of being avoided for any reason whatsoever, irrespective of whether such reason was or ought to have been given only known to the EPA, its officers, employees, agents or professional advisers. The Surety confirms to the EPA that the EPA need not advise the Surety of its dealings with the Licensee or of any default by the Licensee of the Licensee’s Obligations which the EPA may have notice. Notwithstanding anything to the contrary contained in this Deed, the maximum aggregate payment obligations and liability of the Surety under or in connection with this Deed shall be limited to: €[] (EUR []) (or its equivalent at the date of payment) adjusted to take account of any decrease or increase required due to a change in WPI or CiCC5; and any interest thereon at the Agreed Rate from the date of demand by payment by the EPA until the date of payment by the Surety; and all legal and other costs, charges and expenses payable by the Surety under Clause 22 (Costs and Expenses) of this Deed; and any amounts that may be required to be paid by the Surety in accordance with clause 10.4 and/or clause 10.5, PROVIDED that the limitation on recourse in this Clause 2.6 shall not apply if: the Surety contests the validity or enforceability of the Licensee’s Obligations and/or this Deed on a frivolous or vexatious basis; or the Surety commits fraud or engages in any wilful misconduct in connection with the Licensee’s Obligations and/or this Deed. 3INFORMATION UNDERTAKINGS The Surety shall supply to the EPA as soon as they same become available, but in any event within 270 days after the end of each of its Financial Years its audited consolidated financial statements for that Financial Year, where same are not publically available at no cost to the EPA. Each set of Financial Statements shall include a balance sheet, profit and loss account and cash flow statement and shall be certified by a specific writing intended director of the Surety or auditor as giving a true and fair view of its financial condition as at the date on which the Financial Statements were drawn up. The Surety shall procure that Financial Statements delivered pursuant to this Clause 3 are: prepared using the Accounting Principles; and audited by the Surety’s auditors. The Surety shall supply to the EPA, promptly: upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against the Surety, and which, if adversely determined are reasonably likely to have a Material Adverse Effect; any change to the Surety’s financial accounts which is reasonably likely to have a Material Adverse Effect;6 and such further information regarding the financial condition, assets and operations of the Surety as the EPA may request from time to time, save, in each case, where the Surety is prohibited from doing so pursuant to applicable law. If, in the view of the EPA, the Surety is no longer in a sufficiently strong financial position to meet its obligations under this Deed, the Surety acknowledges that the EPA shall immediately begin discussions with the Licensee in relation to putting a replacement financial provision in place for such purpose executed by Agentpurposes of Condition [12] of the Licence.