Common use of Certain Rules of Interpretation Clause in Contracts

Certain Rules of Interpretation. (a) In this Agreement, words signifying the singular number include the plural and vice versa, and words signifying gender include all genders. Every use of the word “including” in this Agreement is to be construed as meaning “including, without limitation”. (b) The division of this Agreement into Articles, Sections and paragraphs, the insertion of headings and the provision of a table of contents are for convenience of reference only and do not affect the construction or interpretation of this Agreement. (c) References in this Agreement to an Article, Section, paragraph or Schedule are to be construed as references to an Article, Section, paragraph or Schedule of or to this Agreement unless otherwise specified. The expressions “hereto”, “hereof”, “herein”, “hereby” and “hereunder” and similar expressions mean and refer to this Agreement and, unless the context otherwise requires, not to any particular Article, Section, paragraph or other subdivision of this Agreement (d) Unless otherwise specified in this Agreement, time periods within which or following which any payment is to be made or act is to be done will be calculated by excluding the day on which the period begins and including the day on which the period ends. If the last day of a time period is not a Business Day, the time period will end on the next Business Day. (e) Unless otherwise specified, any reference in this Agreement to any statute includes all regulations made under or in connection with that statute from time to time, and is to be construed as a reference to that statute as amended, supplemented or replaced from time to time. (f) Wherever the context so requires, a term used herein importing the singular number shall also include the plural and vice versa.

Certain Rules of Interpretation. In this Agreement and the schedules: (a) In this Agreement, words signifying the singular number include the plural and vice versa, and words signifying gender include all genders. Every use Time - time is of the word “including” essence in this Agreement is to be construed as meaning “including, without limitation”.the performance of the Parties' respective obligations; (b) The division Currency - unless otherwise specified, all references to money amounts are to lawful currency of this Agreement into Articles, the United States of America; (c) Headings - descriptive headings of Articles and Sections and paragraphs, the insertion of headings and the provision of a table of contents are inserted solely for convenience of reference only and do are not affect intended as complete or accurate descriptions of the construction content of such Articles or interpretation of this Agreement. (c) References in this Agreement to an Article, Section, paragraph or Schedule are to be construed as references to an Article, Section, paragraph or Schedule of or to this Agreement unless otherwise specified. The expressions “hereto”, “hereof”, “herein”, “hereby” and “hereunder” and similar expressions mean and refer to this Agreement and, unless the context otherwise requires, not to any particular Article, Section, paragraph or other subdivision of this AgreementSections; (d) Unless Singular, etc. - use of words in the singular or plural, or with a particular gender, shall not limit the scope or exclude the application of any provision of this Agreement to such person or persons or circumstances as the context otherwise specified in permits; (e) Consent - whenever a provision of this AgreementAgreement requires an approval or consent by a Party to this Agreement and notification of such approval or consent is not delivered within the applicable time limited, then, unless otherwise specified, the Party whose consent or approval is required shall be conclusively deemed to have withheld its approval or consent; (f) Calculation of Time - unless otherwise specified, time periods within which or following which any payment is to be made or act is to be done will shall be calculated by excluding the day on which the period begins commences and including the day on which the period ends. If ends and by extending the period to the next Business Day following if the last day of a time the period is not a Business Day; (g) Business Day - whenever any payment is to be made or action to be taken under this Agreement is required to be made or taken on a day other than a Business Day, the time period will end such payment shall be made or action taken on the next Business Day.Day following such day; and (eh) Unless otherwise specified, any reference Inclusion - where the words "including" or "includes" appear in this Agreement to any statute includes all regulations made under Agreement, they mean "including (or in connection with that statute from time to time, and is to be construed as a reference to that statute as amended, supplemented or replaced from time to timeincludes) without limitation". (f) Wherever the context so requires, a term used herein importing the singular number shall also include the plural and vice versa.

Certain Rules of Interpretation. In this Agreement and the Schedules: (a) In this Agreement, words signifying the singular number include the plural and vice versa, and words signifying gender include all genders. Every use TIME - time is of the word “including” essence in this Agreement is to be construed as meaning “including, without limitation”.the performance of the Parties' respective obligations; (b) The division CURRENCY - unless otherwise specified, all references to money amounts are to Canadian currency; (c) HEADINGS - descriptive headings of this Agreement into Articles, Sections Articles and paragraphs, the insertion of headings and the provision of a table of contents sections are inserted solely for convenience of reference only and do are not affect intended as complete or accurate descriptions of the construction content of those Articles or interpretation of this Agreement. (c) References in this Agreement to an Article, Section, paragraph or Schedule are to be construed as references to an Article, Section, paragraph or Schedule of or to this Agreement unless otherwise specified. The expressions “hereto”, “hereof”, “herein”, “hereby” and “hereunder” and similar expressions mean and refer to this Agreement and, unless the context otherwise requires, not to any particular Article, Section, paragraph or other subdivision of this Agreementsections; (d) Unless SINGULAR, ETC. - use of words in the singular or plural, or with a particular gender, will not limit the scope or exclude the application of any provision of this Agreement to that Person or those Persons or circumstances as the context otherwise specified in permits; (e) CONSENT - whenever a provision of this AgreementAgreement requires an approval or consent by a Party to this Agreement and notification of that approval or consent is not delivered within the applicable time limit, then, unless otherwise specified, the Party whose consent or approval is required will be conclusively deemed to have withheld its approval or consent; (f) CALCULATION OF TIME - unless otherwise specified, time periods within which or following which any payment is to be made or act is to be done will be calculated by excluding the day on which the period begins commences and including the day on which the period ends. If ends and by extending the period to the next Business Day following if the last day of a time the period is not a Business Day; (g) BUSINESS DAY - whenever any payment to be made or action to be taken under this Agreement is required to be made or taken on a day other than a Business Day, the time period that payment will end be made or action taken on the next Business Day.Day following that day; and (eh) Unless otherwise specified, any reference INCLUSION - where the words "including" or "includes" appear in this Agreement to any statute includes all regulations made under Agreement, they mean "including (or in connection with that statute from time to time, and is to be construed as a reference to that statute as amended, supplemented or replaced from time to timeincludes) without limitation". (f) Wherever the context so requires, a term used herein importing the singular number shall also include the plural and vice versa.

Certain Rules of Interpretation. (a) In this Agreement, words signifying the singular number include the plural and vice versa, and words signifying gender include all genders. Every use of the word “including” in this Agreement is to be construed as meaning “including, without limitation”. (b) The division of this Agreement into Articles, Sections Articles and paragraphsSections, the insertion of headings and the provision of a table of contents are for convenience of reference only and do not affect the construction or interpretation of this Agreement. (c) References in this Agreement to an Article, Section, paragraph Section or Schedule are to be construed as references to an Article, Section, paragraph Section or Schedule of or to this Agreement unless otherwise specified. The expressions “hereto”, “hereof”, “herein”, “hereby” and “hereunder” and similar expressions mean and refer to this Agreement and, unless the context otherwise requires, not to any particular Article, Section, paragraph or other subdivision of this Agreementrequires otherwise. (d) If any provision of a Schedule conflicts with or is at variance with any provision in the body of the Agreement, the provisions in the body of this Agreement shall prevail to the extent of the conflict. (e) All documents executed and delivered pursuant to the provisions of this Agreement are subordinate to the provisions hereof and the provisions hereof shall govern and prevail in the event of a conflict. (f) Unless otherwise specified in this Agreement, time periods within which or following which any payment is to be made or act is to be done will be calculated by excluding the day on which the period begins commences and including the day on which the period ends. If the last day of a time period is not a Business Day, the time period will end on the next Business Day. (eg) Unless otherwise specified, any reference in this Agreement to any statute Applicable Law includes all regulations made under thereunder or in connection with that statute therewith from time to time, and is to be construed as a reference to that such statute as amended, supplemented or replaced from time to time. (f) Wherever the context so requires, a term used herein importing the singular number shall also include the plural and vice versa.

Certain Rules of Interpretation. in this Agreement and the Schedules: -------------------------------------------------------------------- (a) In this Agreement, words signifying An accounting term not otherwise defined has the singular number include the plural and vice versameaning assigned to it by, and words signifying gender include all genders. Every use every accounting matter will be determined in accordance with, generally accepted accounting principles in the United States of the word “including” in this Agreement is to be construed as meaning “including, without limitation”.America ; (b) Unless otherwise specified, all references to monetary amounts are to United States dollars currency (US$) ; (c) The division descriptive headings of this Agreement into Articles, Articles and Sections and paragraphs, the insertion of headings and the provision of a table of contents are inserted solely for convenience of reference only and do are not affect intended as complete or accurate descriptions of the construction content of such Articles or interpretation of this Agreement. (c) References in this Agreement to an Article, Section, paragraph or Schedule are to be construed as references to an Article, Section, paragraph or Schedule of or to this Agreement unless otherwise specified. The expressions “hereto”, “hereof”, “herein”, “hereby” and “hereunder” and similar expressions mean and refer to this Agreement and, unless the context otherwise requires, not to any particular Article, Section, paragraph or other subdivision of this AgreementSections ; (d) The use of words in the singular or plural, or with a particular gender, shall not limit the scope or exclude the application of any provision of this Agreement to such Person or Persons or circumstances as the context otherwise permits ; (e) Whenever a provision of this Agreement requires an approval or consent by a Party to this Agreement and notification of such approval or consent is not delivered within the applicable time limit, then, unless otherwise specified, the Party whose approval or consent is required shall be conclusively deemed to have withheld its approval or consent ; (f) Unless otherwise specified in this Agreementspecified, time periods within which or following which any payment is to be made or act is to be done will shall be calculated by excluding the day on which the period begins commences and including the day on which the period ends. If ends and by extending the period to the next business day following if the last day of a time the period is not a Business Daybusiness day in the jurisdiction of the Party to make such payment or do such act ; and (g) Whenever any payment is to be made or action to be taken under this Agreement is required to be made or taken on a day other than a business day, the time period will end such payment shall be made or action taken on the next Business Daybusiness day following such day in the jurisdiction of the Party to make such payment or do such act. (e) Unless otherwise specified, any reference in this Agreement to any statute includes all regulations made under or in connection with that statute from time to time, and is to be construed as a reference to that statute as amended, supplemented or replaced from time to time. (f) Wherever the context so requires, a term used herein importing the singular number shall also include the plural and vice versa.

Certain Rules of Interpretation. In this Agreement and the schedules: (a) In this Agreement, words signifying the singular number include the plural and vice versa, and words signifying gender include all genders. Every use TIME - time is of the word “including” essence in this Agreement is to be construed as meaning “including, without limitation”.the performance of the Parties' respective obligations; (b) The division CURRENCY - unless otherwise specified, all references to money amounts are to lawful currency of this Agreement into Articles, the United States of America; (c) HEADINGS - descriptive headings of Articles and Sections and paragraphs, the insertion of headings and the provision of a table of contents are inserted solely for convenience of reference only and do are not affect intended as complete or accurate descriptions of the construction content of such Articles or interpretation of this Agreement. (c) References in this Agreement to an Article, Section, paragraph or Schedule are to be construed as references to an Article, Section, paragraph or Schedule of or to this Agreement unless otherwise specified. The expressions “hereto”, “hereof”, “herein”, “hereby” and “hereunder” and similar expressions mean and refer to this Agreement and, unless the context otherwise requires, not to any particular Article, Section, paragraph or other subdivision of this AgreementSections; (d) Unless SINGULAR, ETC. - use of words in the singular or plural, or with a particular gender, shall not limit the scope or exclude the application of any provision of this Agreement to such person or persons or circumstances as the context otherwise specified in permits; (e) CONSENT - whenever a provision of this AgreementAgreement requires an approval or consent by a Party to this Agreement and notification of such approval or consent is not delivered within the applicable time limited, then, unless otherwise specified, the Party whose consent or approval is required shall be conclusively deemed to have withheld its approval or consent; (f) CALCULATION OF TIME - unless otherwise specified, time periods within which or following which any payment is to be made or act is to be done will shall be calculated by excluding the day on which the period begins commences and including the day on which the period ends. If ends and by extending the period to the next Business Day following if the last day of a time the period is not a Business Day; (g) BUSINESS DAY - whenever any payment is to be made or action to be taken under this Agreement is required to be made or taken on a day other than a Business Day, the time period will end such payment shall be made or action taken on the next Business Day.Day following such day; and (eh) Unless otherwise specified, any reference INCLUSION - where the words "including" or "includes" appear in this Agreement to any statute includes all regulations made under Agreement, they mean "including (or in connection with that statute from time to time, and is to be construed as a reference to that statute as amended, supplemented or replaced from time to timeincludes) without limitation". (f) Wherever the context so requires, a term used herein importing the singular number shall also include the plural and vice versa.

Certain Rules of Interpretation. For the purposes of this Plan: (a) In this AgreementUnless otherwise expressly provided herein, words signifying the singular number include the plural and vice versa, and words signifying gender include all genders. Every use of the word “including” any reference in this Agreement is Plan to an instrument, agreement or an Order or an existing document or exhibit filed or to be construed filed means such instrument, agreement, Order, document or exhibit as meaning “includingit may have been or may be amended, without limitation”.modified, restated or supplemented in accordance with its terms; (b) The division of this Agreement Plan into Articles, Sections articles and paragraphs, the insertion of headings and the provision of a table of contents are sections is for convenience of reference only and do does not affect the construction or interpretation of this Agreement.Plan, nor are the descriptive headings of articles and sections intended as complete or accurate descriptions of the content thereof; (c) References The use of words in the singular or plural, or with a particular gender, including a definition, shall not limit the scope or exclude the application of any provision of this Agreement Plan to an Article, Section, paragraph such Person (or Schedule are to be construed Persons) or circumstances as references to an Article, Section, paragraph or Schedule of or to this Agreement unless otherwise specified. The expressions “hereto”, “hereof”, “herein”, “hereby” and “hereunder” and similar expressions mean and refer to this Agreement and, unless the context otherwise requires, not to any particular Article, Section, paragraph or other subdivision of this Agreementpermits; (d) The words "includes" and "including" and similar terms of inclusion shall not, unless expressly modified by the words "only" or "solely", be construed as terms of limitation, but rather shall mean "includes but is not limited to" and "including but not limited to", so that references to included matters shall be regarded as illustrative without being either characterizing or exhaustive; (e) Unless otherwise specified in this Agreementspecified, time periods within which or following which any payment is to be made or act is to be done will shall be calculated by excluding the day on which the period begins commences and including the day on which the period ends. If the last day of a time period is not a Business Day, the time period will end on the next Business Day.; (ef) Unless otherwise specifiedprovided, any reference in this Agreement to any a statute or other enactment of parliament, a legislature or other Governmental Entity includes all regulations made under thereunder, all amendments to or re-enactments of such statute or regulations in connection with that statute force from time to time, and and, if applicable, any statute or regulation that supplements or supersedes such statute or regulation; (g) References to a specific Recital, Article or Section shall, unless something in the subject matter or context is to inconsistent therewith, be construed as a reference references to that statute as amendedspecific Recital, supplemented Article or replaced from time Section of this Plan, whereas the terms "this Plan", "hereof", "herein", "hereto", "hereunder" and similar expressions shall be deemed to time.refer generally to this Plan and not to any particular Recital, Article, Section or other portion of this Plan and include any documents supplemental hereto; and (fh) Wherever the context so requires, a term used herein importing the singular number shall also include the plural and vice versaThe word "or" is not exclusive.

Certain Rules of Interpretation. In this Agreement (including the Schedules): (a) In this Agreementall references to a time are references to local time in Calgary, words signifying the singular number include the plural and vice versa, and words signifying gender include all genders. Every use of the word “including” in this Agreement is to be construed as meaning “including, without limitation”.Alberta, (b) The division of this Agreement into Articlesexcept as otherwise expressly provided herein, Sections and paragraphs, the insertion of headings and the provision of a table of contents all references to money amounts are for convenience of reference only and do not affect the construction or interpretation of this Agreement.to United States Dollars, (c) References in this Agreement to an Article, Section, paragraph or Schedule are to be construed as references to an Article, SectionSection or Schedule mean and refer to the specified Article, paragraph Section or Schedule of or to this Agreement unless otherwise specified. The expressions “hereto”, “hereof”, “herein”, “hereby” and “hereunder” and similar expressions mean and refer to this Agreement and, unless the context otherwise requires, not to any particular Article, Section, paragraph or other subdivision of this Agreement, (d) Unless descriptive headings or titles of Articles, Sections and Schedules have been inserted solely for convenience of reference and are not intended as complete or accurate descriptions of the content of those Articles, Sections or Schedules, and shall not be used in interpreting those Articles, Sections or Schedules, (e) use of words in the singular or plural shall include the other, or with a particular gender shall include any other gender, and shall not limit the scope or exclude the application of any provision of this Agreement to any Person or Persons or circumstances as the context otherwise specified in permits; (f) whenever a provision of this Agreement requires an approval or consent by a Party to this Agreement: (i) unless otherwise provided herein, that approval or consent may not be unreasonably withheld, conditioned or delayed, and (ii) if notification of that approval or consent (or the refusal of that approval or consent) is not delivered within the applicable time limit, then, unless otherwise expressly specified herein, the Party whose consent or approval is required shall be conclusively deemed not to have provided its approval or consent, (g) except as otherwise expressly provided herein, time periods within which or following which any payment is to be made or act is to be done will shall be calculated by excluding the day on which the period begins commences and including the day on which the period ends. If , and by extending the period to the next Business Day following, if the last day of a time the period is not a Business Day, (h) except as otherwise expressly provided herein, the time period will end whenever any payment is to be made or action to be taken under this Agreement is required to be made or taken on a day other than a Business Day, that payment shall be made or action taken on the next Business Day.Day following that day, (ei) Unless otherwise specifiedwhere the words “including” or “includes” appear in this Agreement, including the Schedules, those words mean “including (or includes) without limitation”, (j) any references herein to an agreement, instrument or writing shall be a reference to that agreement, instrument or writing, as amended from time to time prior to the date hereof, (k) any reference in this Agreement herein to any statute includes all regulations made under a law, statute, regulation or in connection with other enactment shall be a reference to that statute law, statute, regulation or enactment as amended, replaced or superseded from time to time, and (l) all references in this Agreement to the words “herein”, “hereby”, “hereof”, “hereto”, and is words of similar meaning refer to be construed this Agreement as a reference whole and not to that statute any particular Article, Section or Schedule except as amended, supplemented or replaced from time to timeotherwise expressly provided herein. (f) Wherever the context so requires, a term used herein importing the singular number shall also include the plural and vice versa.

Certain Rules of Interpretation. (a) In The Parties have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, words signifying this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof or construction shall arise favoring or disfavoring any Party by virtue of the authorship of any provisions of this Agreement. (b) Words denoting the singular number shall include the plural and vice versa. Words denoting one gender shall include another gender, unless the context or construction otherwise requires. (c) Titles and words signifying gender include all genders. Every use of the word “including” headings in this Agreement is to be construed as meaning “including, without limitation”. (b) The division of this Agreement into Articles, Sections and paragraphs, the insertion of headings and the provision of a table of contents are for convenience ease of reference only and do not affect the construction or interpretation of the respective provisions of this Agreement. (cd) References Whenever the words “include”, “includes” or “including” are used in this Agreement to an ArticleAgreement, Section, paragraph or Schedule are they will be deemed to be construed as references to an Articlefollowed by the words “without limitation.” Also, Section, paragraph or Schedule of or to this Agreement unless otherwise specified. The expressions “hereto”, the words “hereof”, “herein”, “hereby” and “hereunder” and other similar expressions mean and used in this Agreement refer to this Agreement and, unless the context otherwise requires, as a whole and not to any particular Article, Section, paragraph or other subdivision part of this Agreementit. (de) Unless otherwise specified The obligation of a Party to use its efforts, whether best or reasonable, to accomplish an objective shall be construed as an “obbligazione di mezzi” and not as an absolute obligation to ensure that such objective is actually achieved (i.e., as an “obbligazione di risultato”). (f) The words “shall cause” or “shall procure that” (or any similar expression) and, in general, any reference to actions to be taken (or not taken) by a Person which is not a Party to this Agreement shall be construed as a “promessa dell’obbligazione o del fatto del terzo” in accordance with article 1381 of the Code. (g) Any reference in this AgreementAgreement to a “day” or number of “days” (without the explicit qualification of Business Day(s)) shall be interpreted as a reference to a calendar day or number of calendar days. When calculating the period of days before which, time periods within which or following which any payment is to be made or act is to be done will be calculated by excluding done, or step taken, under this Agreement, the day on which that is the reference date in calculating such period begins and including the day on which the period endsshall be excluded. If the last day of a time such period is not a Business Day, the time relevant period will shall end on the next succeeding Business Day. Unless otherwise expressly indicated, any period of time expressed in months shall be calculated under article 2963, paragraphs 4 and 5 (Computo dei termini di prescrizione) of the Code. (eh) Unless otherwise specified, any reference Where in this Agreement to any statute includes all regulations made under an Italian term is given in italics or in connection with that statute from time to timeitalics and in brackets after an English term and there is any inconsistency between the Italian and the English terms, and is to be construed as a reference to that statute as amended, supplemented or replaced from time to timethe meaning of the Italian term shall prevail. (f) Wherever the context so requires, a term used herein importing the singular number shall also include the plural and vice versa.

Certain Rules of Interpretation. (a) In this AgreementPlan of Arrangement, unless otherwise specified: The words signifying the singular number include the plural "hereof," "herein" and vice versa, "hereunder" and words signifying gender include all genders. Every use of the word “including” like import used in this Agreement is Plan of Arrangement will refer to be construed this Plan of Arrangement as meaning “including, without limitation”. (b) The division a whole and not to any particular provision of this Agreement into Articles, Sections and paragraphs, the insertion Plan of headings and the provision of a table of contents Arrangement. The captions herein are included for convenience of reference only and do not affect will be ignored in the construction or interpretation hereof. References to "Articles" and "Sections" are to Articles and Sections of this Agreement. (c) References in this Agreement to an Article, Section, paragraph or Schedule are to be construed as references to an Article, Section, paragraph or Schedule Plan of or to this Agreement Arrangement unless otherwise specified. The expressions “hereto”Any singular term in this Plan of Arrangement will be deemed to include the plural, “hereof”and any plural term the singular. Whenever the words "include," "includes" or "including" are used in this Plan of Arrangement, “herein”, “hereby” they will be deemed to be followed by the words "without limitation," whether or not they are in fact followed by those words or words of like import. "Writing," "written" and “hereunder” and similar expressions mean and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. The word "or" will not be deemed to be exclusive. The word "extent" and the phrase "to the extent" when used in this Agreement Plan of Arrangement will mean the degree to which a subject or other thing extends, and such word or phrase will not simply "if." References to any statute, law or other Applicable Law will be deemed to refer to such statute, law or other Applicable Law as amended from time to time and, unless the context otherwise requiresif applicable, not to any particular Articlerules, Sectionregulations or interpretations promulgated thereunder. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, paragraph or other subdivision of this Agreement (d) Unless otherwise specified in this Agreement, time periods within which or following which any payment is to be made or act is to be done will be calculated by excluding the day on which the period begins and including the day on which the period ends. If the last day of a time period is not a Business Day, the time period will end on the next Business Day. (e) Unless unless otherwise specified, any reference in this Agreement to any statute includes from and including or through and including, respectively. Except as otherwise expressly set forth herein, all regulations made under or in connection with that statute from time to time, and is amounts required to be construed as paid hereunder will be paid in United States currency in the manner and at the times set forth herein. Unless otherwise specifically indicated, all references to "dollars" and "$" will be deemed references to the lawful money of the United States of America. References to "law," "laws" or to a reference particular statute or law will be deemed to that statute as amended, supplemented or replaced from time to time. (f) Wherever the context so requires, a term used herein importing the singular number shall also include the plural and vice versaany Applicable Law. References to time are to local time in New York, New York.

Certain Rules of Interpretation. (a) In this Agreement, words signifying the singular number include the plural and vice versa, and words signifying gender include all genders. Every use of the word “"including” " or "include" in this Agreement is to be construed as meaning “"including, without limitation”" or "include, without limitation", respectively. (b) The division of this Agreement into Articles, Sections Articles and paragraphsSections, the insertion of headings and the provision of a table of contents are for convenience of reference only and do not affect the construction or interpretation of this Agreement. (c) References to "hereof", "hereto" and "hereunder" and similar expressions mean and refer to this Agreement and not to any particular Article, Section, or other subdivision. (d) References in this Agreement to an Article, Section, paragraph Schedule, or Schedule Exhibit are to be construed as references to an Article, Section, paragraph Schedule, or Schedule Exhibit of or to this Agreement unless otherwise specified. The expressions “hereto”, “hereof”, “herein”, “hereby” and “hereunder” and similar expressions mean and refer to this Agreement and, unless the context otherwise requires, not to any particular Article, Section, paragraph or other subdivision of this Agreementrequires otherwise. (de) Unless otherwise specified in this Agreement, time periods within which or following which any payment is to be made or act is to be done will be calculated by excluding the day on which the period begins and including the day on which the period ends. If the last day of a time period is not a Business Day, the time period will end on the next Business Day. (ef) Unless otherwise specified, any reference in this Agreement to any statute includes all regulations made under thereunder or in connection with that statute therewith from time to time, and is to be construed as a reference to that such statute as amended, supplemented or replaced from time to time. (f) Wherever the context so requires, a term used herein importing the singular number shall also include the plural and vice versa.

Certain Rules of Interpretation. (a) In this Agreement, words signifying unless otherwise specifically provided or unless the singular number include the plural and vice versa, and words signifying gender include all genders. Every use of the word “including” in this Agreement is to be construed as meaning “including, without limitation”.context otherwise requires: (ba) The division of this Agreement into Articlesthe terms “Agreement”, Sections and paragraphs, the insertion of headings and the provision of a table of contents are for convenience of reference only and do not affect the construction or interpretation of “this Agreement. (c) References in this Agreement to an Article”, Section“the Agreement”, paragraph or Schedule are to be construed as references to an Article, Section, paragraph or Schedule of or to this Agreement unless otherwise specified. The expressions “hereto”, “hereof”, “herein”, “hereby” and ”, “hereunder” and similar expressions mean and refer to this Agreement and, unless the context otherwise requires, in its entirety and not to any particular Article, Section, paragraph Schedule, or other subdivision portion hereof or thereof; (b) references to a “paragraph”, “Section” or “Article” followed by a number or letter refer to the specified paragraph, Section or Article of this Agreement; (c) the division of this Agreement into articles, sections and paragraphs and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. (d) Unless otherwise specified in this Agreement, time periods within which or following which any payment is to be made or act is to be done will be calculated by excluding the day on which the period begins and including the day on which the period ends. If the last day of a time period is not a Business Day, the time period will end on the next Business Day. (e) Unless otherwise specified, any reference in this Agreement to any statute includes all regulations made under or in connection with that statute from time to time, and is to be construed as a reference to that statute as amended, supplemented or replaced from time to time. (f) Wherever the context so requires, a term used herein words importing the singular number shall also include the plural and vice versa, and words importing gender shall include all genders; (e) the words “including”, “includes” and “include” shall be deemed to be followed by the words “without limitation”; (f) the terms “party” and “the parties” refer to a party or the parties to this Agreement, and references to a Person in this Agreement means such Person or its successors or permitted assigns; (g) references to agreements (including this Agreement) and other contractual instruments shall be deemed to include all subsequent amendments and other modifications thereto, but only to the extent such amendments and other modifications are not prohibited by the terms of this Agreement; (h) references to statutes or regulations are to be construed as including all statutory and regulatory provisions consolidating, amending, supplementing, interpreting or replacing the statute or regulation referred to; and (i) except as otherwise specifically provided herein, where any payment is required to be made or any other action is required to be taken on a particular day and such day is not a Business Day and, as a result, such payment cannot be made or action cannot be taken on such day, then this Agreement shall be deemed to provide that such payment shall be made or such action shall be taken on the first (1st) Business Day after such day.

Certain Rules of Interpretation. ‌ (a) In References in this Agreement to any “Article”, “Section”, “paragraph”, “clause”, “Schedule” or “definition” are to articles, sections, paragraphs and clauses of, schedules attached to, and definitions set out in, this Agreement, respectively, unless the context requires otherwise. The words signifying the singular number include the plural “hereto”, “herein”, “hereby”, “hereunder”, “hereof” and vice versa, and words signifying gender include all genders. Every use of the word “including” similar expressions when used in this Agreement is refer to be construed as meaning “includingthe whole of this Agreement and not to any particular Article, without limitation”Section, paragraph, clause, Schedule, definition or other portion hereof. (b) The division Headings of Articles and Sections of, and Schedules to, this Agreement into Articles, Sections and paragraphs, the insertion of headings and the provision of a table of contents are inserted for convenience of reference only and do shall not affect the construction or interpretation of this Agreement. (c) References in this Agreement to an Article, Section, paragraph or Schedule are to be construed as references to an Article, Section, paragraph or Schedule of or to this Agreement unless otherwise specified. The expressions “hereto”, “hereof”, “herein”, “hereby” and “hereunder” and similar expressions mean and refer to this Agreement and, unless the context otherwise requires, not to any particular Article, Section, paragraph or other subdivision of this Agreement (d) Unless otherwise specified in this Agreement, time periods within which or following which any payment is to be made or act is to be done will be calculated by excluding the day on which the period begins and including the day on which the period ends. If the last day of a time period is not a Business Day, the time period will end on the next Business Day. (e) Unless otherwise specified, any Any reference in this Agreement to any a statute includes refers to such statute and all regulations made under or in connection with that statute rules promulgated thereunder from time to time, and is any reference to a statute, regulation or rule or any provision contained therein shall be construed as a reference to that statute such statute, regulation, rule or provision as it may be amended, supplemented restated, re-enacted or replaced from time to time. (d) Any reference in this Agreement to an agreement (i) means such agreement as it may be amended, restated, supplemented or modified from time to time, but only to the extent that any such amendment, restatement, supplement or modification is not prohibited by the terms of this Agreement, and (ii) includes all schedules, exhibits and appendices attached thereto. (e) The Parties hereby agree that any rule of construction to the effect that any ambiguity is to be resolved against the drafting Party shall not be applicable in the interpretation of this Agreement. (f) Wherever Unless the context so otherwise requires, a term used herein in this Agreement, words importing the singular number shall also include the plural and vice versaversa and words importing gender include all genders. (g) Where the word “including”, “include” or “includes” is used in this Agreement, it means “including without limitation”, “include without limitation” or “includes without limitation”, respectively. (h) Reference to an “ounce” or “oz” means a ▇▇▇▇ ounce (being equal to 31.1034768 grams). (i) Where a Party covenants in this Agreement or any other Transaction Document to (i) ensure an action is performed or an event or circumstance occurs or exists, or (ii) cause a person to perform (or not perform) an action or to ensure an event or circumstance occurs or exists (or does not occur or exist), such obligation shall not be reduced or limited in any manner even if such Party cannot control such action, event or circumstance, or does not control a person who is able to control such action, event or circumstance. (j) In this Agreement, unless otherwise specified, a period of days shall be deemed to begin on the first day after the event which began the period and to end at 5:00 p.m. (Toronto time) on the last day of the period, provided that if the last day of the period does not fall on a Business Day, such period shall end at 5:00 p.m. (Toronto time) on the next Business Day.

Certain Rules of Interpretation. (a) In this AgreementPlan of Arrangement, unless otherwise specified: The words signifying the singular number include the plural “hereof,” “herein” and vice versa, “hereunder” and words signifying gender include all genders. Every use of the word “including” like import used in this Agreement is Plan of Arrangement will refer to be construed this Plan of Arrangement as meaning “including, without limitation”. (b) The division a whole and not to any particular provision of this Agreement into Articles, Sections and paragraphs, the insertion Plan of headings and the provision of a table of contents Arrangement. The captions herein are included for convenience of reference only and do not affect will be ignored in the construction or interpretation hereof. References to “Articles” and “Sections” are to Articles and Sections of this Agreement. (c) References in this Agreement to an Article, Section, paragraph or Schedule are to be construed as references to an Article, Section, paragraph or Schedule Plan of or to this Agreement Arrangement unless otherwise specified. Any singular term in this Plan of Arrangement will be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including” are used in this Plan of Arrangement, they will be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. The expressions word “hereto”or” will not be deemed to be exclusive. The word “extent” and the phrase “to the extent” when used in this Plan of Arrangement will mean the degree to which a subject or other thing extends, and such word or phrase will not simply “hereof”if.” References to any statute, law or other Applicable Law will be deemed to refer to such statute, law or other Applicable Law as amended from time to time and, if applicable, to any rules, regulations or interpretations promulgated thereunder. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Except as otherwise expressly set forth herein, all amounts required to be paid hereunder will be paid in United States currency in the manner and at the times set forth herein. Unless otherwise specifically indicated, all references to “herein”, “herebydollars” and “hereunder$” and similar expressions mean and refer to this Agreement and, unless the context otherwise requires, not to any particular Article, Section, paragraph or other subdivision of this Agreement (d) Unless otherwise specified in this Agreement, time periods within which or following which any payment is to be made or act is to be done will be calculated by excluding deemed references to the day on which lawful money of the period begins and including the day on which the period endsUnited States of America. If the last day of References to “law,” “laws” or to a time period is not a Business Day, the time period particular statute or law will end on the next Business Day. (e) Unless otherwise specified, any reference in this Agreement be deemed to any statute includes all regulations made under or in connection with that statute from time to time, and is to be construed as a reference to that statute as amended, supplemented or replaced from time to time. (f) Wherever the context so requires, a term used herein importing the singular number shall also include the plural and vice versaany Applicable Law. References to time are to local time in New York, New York.

Certain Rules of Interpretation. For the purposes of this Plan: (a) In this AgreementUnless otherwise expressly provided herein, words signifying the singular number include the plural and vice versa, and words signifying gender include all genders. Every use of the word “including” any reference in this Agreement is Plan to an instrument, agreement or an Order or an existing document or exhibit filed or to be construed filed means such instrument, agreement, Order, document or exhibit as meaning “includingit may have been or may be amended, without limitation”.modified, or supplemented in accordance with its terms; (b) The division of this Agreement Plan into Articles, Articles and Sections and paragraphs, the insertion of headings and the provision of a table of contents are is for convenience of reference only and do does not affect the construction or interpretation of this Agreement.Plan, nor are the descriptive headings of Articles and Sections intended as complete or accurate descriptions of the content thereof; (c) References The use of words in the singular or plural, or with a particular gender, including a definition, shall not limit the scope or exclude the application of any provision of this Agreement Plan to an Article, Section, paragraph such Person (or Schedule are to be construed Persons) or circumstances as references to an Article, Section, paragraph or Schedule of or to this Agreement unless otherwise specified. The expressions “hereto”, “hereof”, “herein”, “hereby” and “hereunder” and similar expressions mean and refer to this Agreement and, unless the context otherwise requires, not to any particular Article, Section, paragraph or other subdivision of this Agreementpermits; (d) The words “includes” and “including” and similar terms of inclusion shall not, unless expressly modified by the words “only” or “solely”, be construed as terms of limitation, but rather shall mean “includes but is not limited to” and “including but not limited to”, so that references to included matters shall be regarded as illustrative without being either characterizing or exhaustive; (e) Unless otherwise specified in this Agreementspecified, time periods within which or following which any payment is to be made or act is to be done will shall be calculated by excluding the day on which the period begins commences and including the day on which the period ends. If the last day of a time period is not a Business Day, the time period will end on the next Business Day.; (ef) Unless otherwise specifiedprovided, any reference in this Agreement to any a statute or other enactment of parliament, a legislature or other Government Entity includes all regulations made under thereunder, all amendments to or re- enactments of such statute or regulations in connection with that statute force from time to time, and and, if applicable, any statute or regulation that supplements or supersedes such statute or regulation; (g) References to a specific Recital, Article or Section shall, unless something in the subject matter or context is to inconsistent therewith, be construed as a reference references to that statute as amendedspecific Recital, supplemented Article or replaced from time Section of this Plan, whereas the terms “this Plan”, “hereof”, “herein”, “hereto”, “hereunder” and similar expressions shall be deemed to time.refer generally to this Plan and not to any particular Recital, Article, Section or other portion of this Plan and include any documents supplemental hereto; and (fh) Wherever the context so requires, a term used herein importing the singular number shall also include the plural and vice versaThe word “or” is not exclusive.

Certain Rules of Interpretation. (a) In this Agreement, words signifying the singular number include the plural and vice versa, and words signifying gender include all genders. Every use of the word “including” in this Agreement is to be construed as meaning “including, without limitation”. (b) The division of this Agreement into Articles, Sections and paragraphs, the insertion of headings and the provision of a table of contents are for convenience of reference only and do not affect the construction or interpretation of this Agreement. (c) References in this Agreement to an Article, Section, paragraph or Schedule are to be construed as references to an Article, Section, paragraph or Schedule of or to this Agreement unless otherwise specified. The expressions “hereto”, “hereof”, “herein”, “hereby” and “hereunder” and similar expressions mean and refer to this Agreement and, unless the context otherwise requires, not to any particular Article, Section, paragraph or other subdivision of this Agreement. (d) Unless otherwise specified in this Agreement, time periods within which or following which any payment is to be made or act is to be done will be calculated by excluding the day on which the period begins and including the day on which the period ends. If the last day of a time period is not a Business Day, the time period will end on the next Business Day. (e) Unless otherwise specified, any reference in this Agreement to any statute includes all regulations made under or in connection with that statute from time to time, and is to be construed as a reference to that statute as amended, supplemented or replaced from time to time. (f) Wherever the context so requires, a term used herein importing the singular number shall also include the plural and vice versa.