Common use of References and Titles Clause in Contracts

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions of 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 such Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language contained therein. 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 subdivision unless expressly so limited. The words "this Section," "this subsection," and words of similar import, refer only to the Sections or subsections hereof in which such words occur. The 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 expressly requires. Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions of this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsectionssubsection, or other subdivisions of this Agreement are for convenience only, do not constitute any part of such Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language contained therein. 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 subdivision unless expressly so limited. The words "this Section," "this subsection," and words of similar import, refer only to the Sections or subsections hereof in which such words occur. The 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. Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions of 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 such Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language contained therein. 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 subdivision unless expressly so limited. The words "this Section," "this subsection," and words of similar import, refer only to the Sections or subsections hereof in which such words occur. The word "or" is not exclusive, and the 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 expressly requires. Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsectionsparagraphs, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsectionsparagraphs, 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 such Articles, Sections, subsections or other subdivisionsthis Agreement, and shall be disregarded in construing the language contained thereinhereof. The words "“this Agreement," "herein," "” “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 the Sections Section or subsections subsection hereof in which such words occur. The word "including" (in its various forms) means "including without limitation." “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, 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. Unless 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 context otherwise requires, all defined terms contained 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 singular and plural and the conjunctive and disjunctive forms provisions of such defined termsthis Agreement.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. 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 such Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language contained therein. 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 subdivision unless expressly so limited. The words "this Section," "this subsection," and words of similar import, refer only to the Sections or subsections hereof in which such words occur. The 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. Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms.

References and Titles. All references in this Agreement to Exhibitsexhibits, Schedulesschedules, Articlesarticles, Sectionssections, subsections, subsections and other subdivisions refer to the corresponding Exhibitsexhibits, Schedulesschedules, Articlesarticles, Sectionssections, subsections, subsections and other subdivisions of 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 such Articles, Sections, subsections or other subdivisions, those subdivisions and shall will be disregarded in construing the language contained thereinin those subdivisions. The words "“this Agreement," "” “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 the Sections sections or subsections hereof of this Agreement in which such words those phrases occur. The word "“or” is not exclusive; the word “including" ” (in its various forms) means "“including without limitation." ” Pronouns in masculine, feminine, or feminine and neuter genders shall be construed to state and include any other gender and words, termsgender, 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 expressly requires. The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise requires(a) any reference herein to any law shall be construed as referring to such law as amended, all defined terms modified, codified or reenacted, in whole or in part, and 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 shall include herein), (c) with respect to the singular determination of any time period, the word “from” means “from and plural including” and the conjunctive word “to” means “to and disjunctive forms including.” No provision of this Agreement or any other Loan Document shall be interpreted or construed against any Person solely because such defined termsPerson or its legal representative drafted such provision.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsectionsparagraphs, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsectionsparagraphs, 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 such Articles, Sections, subsections or other subdivisionsthis Agreement, and shall be disregarded in construing the language contained thereinhereof. The words "“this Agreement," "herein” “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 the Sections Section or subsections subsection hereof in which such words occur. The word "including" (in its various forms) means "including without limitation." “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, 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. Unless 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 context otherwise requires, all defined terms contained 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 singular and plural and the conjunctive and disjunctive forms provisions of such defined termsthis Agreement.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. 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 such Articles, Sections, subsections or other subdivisionsthis Agreement, and shall be disregarded in construing the language contained thereinhereof. 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 subdivision unless expressly so limited. The words "this SectionArticle," "this Section" and "this subsection," and words of similar import, refer only to the Sections Article, Section or subsections 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." . 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. Unless As used in the context otherwise requiresrepresentations and warranties contained in this Agreement, all defined terms contained herein the phrase "to the knowledge" of the representing Party shall include the singular and plural and the conjunctive and disjunctive forms mean that Responsible Officers of such defined termsParty, individually or collectively, either (a) know that the matter being represented and warranted is true and accurate or (b) have no reason, after reasonable inquiry, to believe that the matter being represented and warranted is not true and accurate.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsectionsparagraphs, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsectionsparagraphs, 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 such Articles, Sections, subsections or other subdivisionsthis Agreement, and shall be disregarded in construing the language contained thereinhereof. The words "“this Agreement," "herein” “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 the Sections Section or subsections 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, 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. Unless 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 context otherwise requires, all defined terms contained 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 singular and plural and the conjunctive and disjunctive forms provisions of such defined termsthis Agreement.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions and to the recitals refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions and to the recitals of 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 such Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language contained therein. 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 subdivision unless expressly so limited. The words "“this Section," "” “this subsection," ” and words of similar import, refer only to the Sections or subsections hereof in which such words occur. The 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. Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsectionsparagraphs, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsectionsparagraphs, 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 such Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language contained therein. 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 words "this Section," "this subsection," and words of similar import, refer only to the Sections or subsections hereof in which such words occur. 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 word “or” is not exclusive. Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposes. 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. Unless 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 context otherwise requires, all defined terms contained 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 singular and plural and the conjunctive and disjunctive forms provisions of such defined termsthis Agreement.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, sections, subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, sections, subsections, and other subdivisions of this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, sections, subsections, or other subdivisions of this Agreement are for convenience only, do not constitute any part of such Articles, Sections, sections, subsections or other subdivisions, and shall be disregarded in construing the language contained therein. 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 subdivision unless expressly so limited. The words "this Section," "this section," "this subsection," and words of similar import, refer only to the Sections Sections, section or subsections hereof in which such words occur. The word "or" is not exclusive, and the word "including" (in its various forms) means "including 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 expressly requires. Unless the context otherwise expressly requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions of 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 such Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language contained therein. 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 subdivision unless expressly so limited. The words "“this Section," "” “this subsection," ” and words of similar import, refer only to the Sections or subsections hereof in which such words occur. The 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 expressly requires. Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, 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, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of such Articles, Sections, subsections or other subdivisionsthis Agreement, and shall be disregarded in construing the language contained thereinhereof. 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 subdivision unless expressly so limited. The words "“this Article,” “this Section," "” and “this subsection," ” and words of similar import, refer only to the Sections Article, Section or subsections 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." . 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. Unless the context otherwise requires, all defined terms contained Disclosure of a matter on a Schedule hereto shall not be deemed a determination by a Party that such matter is material for purposes of this Agreement. All references to dollar amounts herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined termsrefer to United States dollars.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. 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 such Articles, Sections, subsections or other subdivisionsthis Agreement, and shall be disregarded in construing the language contained thereinhereof. 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 subdivision unless expressly so limited. The words "“this Article,” “this Section” and “this Subsection," "this subsection," ” and words of similar import, refer only to the Sections Article, Section or subsections 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." . 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. Unless As used in the context otherwise requiresrepresentations and warranties contained in this Agreement, all defined terms contained herein the phrase “to the knowledge” of the representing Party shall include the singular and plural and the conjunctive and disjunctive forms mean that Responsible Officers of such defined termsParty, individually or collectively, either (a) know that the matter being represented and warranted is true and accurate or (b) have no reason, after reasonable inquiry, to believe that the matter being represented and warranted is not true and accurate.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions of 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 such Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language contained therein. 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 subdivision unless expressly so limited. The words "this Section," "this subsection," and words of similar import, refer only to the Sections or subsections hereof in which such words occur. The 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 expressly requires. Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. 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 such Articles, Sections, subsections or other subdivisionsthis Agreement, and shall be disregarded in construing the language contained thereinhereof. The words "this AgreementTHIS AGREEMENT," "hereinHEREIN," "herebyHEREBY," "hereunder,HEREUNDER" and "hereofHEREOF," 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 SectionTHIS ARTICLE," "this subsectionTHIS SECTION" and "THIS SUBSECTION," and words of similar import, refer only to the Sections Article, Section or subsections subsection hereof in which such words occur. The word "includingOR" is not exclusive, and the 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. Unless As used in the context otherwise requiresrepresentations and warranties contained in this Agreement, all defined terms contained herein the phrase "TO THE KNOWLEDGE" of the representing Party shall include the singular and plural and the conjunctive and disjunctive forms mean that Responsible Officers of such defined termsParty, individually or collectively, either (a) know that the matter being represented and warranted is true and accurate or (b) have no reason, after reasonable inquiry, to believe that the matter being represented and warranted is not true and accurate.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions of 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 such Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language contained therein. 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 subdivision unless expressly so limited. The words "this Section," "this subsection," and words of similar import, refer only to the Sections or subsections hereof in which such words occur. The 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 expressly requires. Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articlesarticles, Sectionssections, subsections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articlesarticles, Sectionssections, subsections, subsections and other subdivisions of 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, only and do not constitute any part of such Articles, Sections, subsections or other subdivisions, subdivisions and shall be disregarded in construing the language contained thereinin such subdivisions. The words "this Agreement," THIS AGREEMENT"herein," , "hereby," THIS INSTRUMENT"hereunder," and , "hereof,HEREIN", "HEREOF", "HEREBY", "HEREUNDER" 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," "this subsection,THIS SECTION" and words of "THIS SUBSECTION" and similar import, phrases refer only to the Sections sections or subsections hereof in which such words phrases occur. The word "includingOR" is not exclusive, and the word "INCLUDING" (in its various forms) means "including without limitation." INCLUDING WITHOUT LIMITATION". Pronouns in masculine, feminine, or feminine and neuter genders shall be construed to state and include any other gender and words, termsgender, 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 expressly requires. Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms.

References and Titles. All references in this Agreement to Exhibitsexhibits, Schedulesschedules, Articlesarticles, Sectionssections, subsections, subsections and other subdivisions refer to the corresponding Exhibitsexhibits, Schedulesschedules, Articlesarticles, Sectionssections, subsections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articlesarticle, Sectionssection, subsections, subsection or other subdivisions subdivision of this Agreement are for convenience only, do not constitute any part of such Articlesarticle, Sectionssection, subsections subsection or other subdivisionssubdivision, and shall be disregarded in construing the language contained therein. The words "“this Agreement," "”, “herein," "”, “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 "“this Section," "”, “this subsection," ” and words of similar import, import refer only to the Sections sections or subsections hereof in which such words occur. The 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. Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. 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 such Articles, Sections, subsections or other subdivisionsthis Agreement, and shall be disregarded in construing the language contained thereinof 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 subdivision unless expressly so limited. The words "“this Article,” “this Section," "” and “this subsection," ” and words of similar import, refer only to the Sections Article, Section or subsections hereof subsection of this Agreement in which such words occur. The word "“or” is not exclusive, and the 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. Unless References to a particular statute or regulation include all rules and regulations thereunder and any predecessor or successor statute, rules or regulation, in each case as amended or otherwise modified from time to time. References to a particular Person include such Person’s successors and assigns to the context otherwise requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined termsextent not prohibited by this Agreement. References to "$" or "dollars" means United States Dollars.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. 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 such Articles, Sections, subsections or other subdivisionsthis Agreement, and shall be disregarded in construing the language contained thereinhereof. 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 subdivision unless expressly so limited. The words "“this Article,” “this Section” and “this Subsection," "this subsection," ” and words of similar import, refer only to the Sections Article, Section or subsections 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." . 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. Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. 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 such Articles, Sections, subsections or other subdivisionsthis Agreement, and shall be disregarded in construing the language contained thereinhereof. The words "this AgreementTHIS AGREEMENT," "hereinHEREIN," "herebyHEREBY," "hereunder,HEREUNDER" and "hereofHEREOF," 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 SectionTHIS ARTICLE," "this subsectionTHIS SECTION" and "THIS SUBSECTION," and words of similar import, refer only to the Sections Article, Section or subsections subsection hereof in which such words occur. The word "includingOR" is not exclusive, and the word "INCLUDING" (in its various forms) means "including without limitationINCLUDING 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. Unless As used in the context otherwise requiresrepresentations and warranties contained in this Agreement, all defined terms contained herein the phrase "TO THE KNOWLEDGE" of the representing party shall include the singular and plural and the conjunctive and disjunctive forms mean that Responsible Officers of such defined termsrepresenting party, individually or collectively, either (a) know that the matter being represented and warranted is true and accurate or (b) have no reason, after reasonable inquiry, to believe that the matter being represented and warranted is not true and accurate.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articlesarticles, Sectionssections, subsections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articlesarticles, Sectionssections, subsections, subsections and other subdivisions of 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, only and do not constitute any part of such Articles, Sections, subsections or other subdivisions, subdivisions and shall be disregarded in construing the language contained thereinin such subdivisions. The words "this Agreement," THIS AGREEMENT"herein," , "hereby," THIS INSTRUMENT"hereunder," and , "hereof,HEREIN", "HEREOF", "HEREBY", "HEREUNDER" 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," "this subsection,THIS SECTION" and words of "THIS SUBSECTION" and similar import, phrases refer only to the Sections sections or subsections hereof in which such words phrases occur. The word "includingOR" is not exclusive, and the word "INCLUDING" (in its various forms) means "including without limitation." INCLUDING WITHOUT LIMITATION". Pronouns in masculine, feminine, or feminine and neuter genders shall be construed to state and include any other gender and words, termsgender, 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 expressly requires. Unless the context otherwise requires, The foregoing shall apply to all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined termsLoan Documents.

References and Titles. All references in this Agreement to ExhibitsAnnexes, Schedules, Articles, Sections, subsections, and other subdivisions refer to the corresponding ExhibitsAnnexes, Schedules, Articles, Sections, subsections, and other subdivisions of this Agreement unless expressly provided otherwise. All references to cash or monetary amounts refer to U.S. Dollars only unless specifically stated to be in the currency of another government. 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 such Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language contained therein. 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 subdivision unless expressly so limited. The words "“this Section," "” “this subsection," ” and words of similar import, refer only to the Sections or subsections subsections, respectively, hereof in which such words occur. The 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 expressly requires. Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions of 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 such Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language contained therein. The words "this AgreementTHIS AGREEMENT," "hereinHEREIN," "herebyHEREBY," "hereunderHEREUNDER," " and "hereofHEREOF," 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 SectionTHIS SECTION," "this subsectionTHIS SUBSECTION," and words of similar import, refer only to the Sections or subsections hereof in which such words occur. The word "includingOR" is not exclusive, and the word "INCLUDING" (in its various forms) means "including without limitationINCLUDING 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 expressly requires. Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. 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 such Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language contained therein. 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 subdivision unless expressly so limited. The words "this Section," "this subsection," and words of similar import, refer only to the Sections or subsections hereof in which such words occur. The word "including" (in its various forms) means "including 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. Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions of 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 such Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language contained therein. The words "this “This Agreement," "” “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," "” “this subsectionSubsection," ” and words of similar import, refer only to the Sections or subsections hereof in which such words occur. The 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 expressly requires. Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions of this Agreement unless expressly provided otherwise. All references to cash or monetary amounts refer to U.S. Dollars only unless specifically stated to be in the currency of another government. 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 such Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language contained therein. 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 subdivision unless expressly so limited. The words "this Section," "this subsection," and words of similar import, refer only to the Sections or subsections subsections, respectively, hereof in which such words occur. The 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 expressly requires. Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions of 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 such Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language contained therein. The words "this AgreementTHIS AGREEMENT," "hereinHEREIN," "herebyHEREBY," "hereunderHEREUNDER," and "hereofHEREOF," 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 SectionTHIS SECTION," "this subsectionTHIS SUBSECTION," and words of similar import, refer only to the Sections or subsections hereof in which such words occur. The word "includingINCLUDING" (in its various forms) means "including without limitationINCLUDING 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 expressly requires. Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. 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 such Articles, Sections, subsections or other subdivisionsthis Agreement, and shall be disregarded in construing the language contained thereinhereof. 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 subdivision unless expressly so limited. The words "“this Article,” “this Section," "” and “this subsection," ” and words of similar import, refer only to the Sections Article, Section or subsections 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." . 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. Unless As used in the context otherwise requiresrepresentations and warranties contained in this Agreement, all defined terms contained herein the phrase “to the knowledge” of the representing Party shall include mean that Responsible Officers of such representing Party, individually or collectively, either (a) know that the singular matter being represented and plural warranted is true and accurate or (b) have no reason to believe that the matter being represented and warranted is not true and accurate; provided, however, in the case of Seller and the conjunctive Company, X.X. Xxxxxx, Xxxxx Xxxxx, and disjunctive forms Xxxxx Xxxxx shall be deemed to be Responsible Officers of such defined termsSeller and the Company for this purpose.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions of 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 such Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language contained therein. 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 subdivision unless expressly so limited. The words "this Section," "this subsection," and words of similar import, refer only to the Sections or subsections hereof in which such words occur. The 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 expressly requires. Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms. ARTICLE II.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any ArticlesArticle, SectionsSection, subsections, subsection or other subdivisions of this Agreement are for convenience only, do not constitute any part of such Articles, Sections, subsections or other subdivisionsthis Agreement, and shall be disregarded in construing the language contained thereinhereof. 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 subdivision unless expressly so limited. The words "this SectionArticle," "this Section" and "this subsection," and words of similar import, refer only to the Sections Article, Section or subsections 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." 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. Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. 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 such Articles, Sections, subsections or other subdivisionsthis Agreement, and shall be disregarded in construing the language contained thereinhereof. The words "this AgreementTHIS AGREEMENT," "hereinHEREIN," "herebyHEREBY," "hereunder,HEREUNDER" and "hereofHEREOF," 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 SectionTHIS ARTICLE," "this subsectionTHIS SECTION" and "THIS SUBSECTION," and words of similar import, refer only to the Sections Article, Section or subsections subsection hereof in which such words occur. The word "includingOR" is not exclusive, and the 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. Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms.

References and Titles. All references in this Agreement to Exhibits, Schedules, Recitals, Articles, Sections, subsections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Recitals, Articles, Sections, subsections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. 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 such Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language contained therein. 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 subdivision unless expressly so limited. The words "this Section," and "this subsection," and words of similar import, refer only to the Sections or subsections hereof in which such words occurappear. The word "or" is not exclusive, and the 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. Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions of 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 such Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language contained therein. 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 subdivision unless expressly so limited. The words "this Section," "this subsection," and words of similar 45 import, refer only to the Sections or subsections hereof in which such words occur. The 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 expressly requires. Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. 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 such Articles, Sections, subsections or other subdivisionsthis Agreement, and shall be disregarded in construing the language contained thereinhereof. 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 subdivision unless expressly so limited. The words "“this Article,” “this Section," "” and “this subsection," ” and words of similar import, refer only to the Sections Article, Section or subsections 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." . 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. Unless As used in the context otherwise requiresrepresentations and warranties contained in this Agreement, all defined terms contained herein the phrase “to the knowledge” of the representing Party shall include the singular and plural and the conjunctive and disjunctive forms mean that responsible officers of such defined termsParty, individually or collectively, either (a) know that the matter being represented and warranted is true and accurate or (b) have no reason, after reasonable inquiry, to believe that the matter being represented and warranted is not true and accurate.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions of 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 such Articles, Sections, subsections subsections, or other subdivisions, and shall be disregarded in construing the language contained thereinin such subdivisions. 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 subdivision unless expressly so limited. The words "this Section," and "this subsection," and words of similar import, refer only to the Sections or subsections hereof in which such words occur. The word "or" is not exclusive, and the 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 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 expressly requires. Unless As used in the context otherwise requiresrepresentations and warranties contained in this Agreement, all defined terms contained herein the phrase "to the knowledge of" shall include mean, with respect to a specified representing party, that the singular and plural and the conjunctive and disjunctive forms Responsible Officers of such defined termsrepresenting party, individually or 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 have caused such investigations and inquiries to be made under their supervision) and, after evaluating the findings of such investigations and inquiries, either (a) know that the matter being represented and warranted is true and accurate or (b) have no reason to believe that the matter being represented and warranted is not true and accurate.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. 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 such Articles, Sections, subsections or other subdivisionsthis Agreement, and shall be disregarded in construing the language contained thereinhereof. 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 subdivision unless expressly so limited. The words "“this Article,” “this Section” and “this Subsection," "this subsection," ” and words of similar import, refer only to the Sections Article, Section or subsections 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." . 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. Unless As used in the context otherwise requiresrepresentations and warranties contained in this Agreement, all defined terms contained herein the phrase “to the knowledge” of the representing party shall include the singular and plural and the conjunctive and disjunctive forms mean that Responsible Officers of such defined termsparty, individually or collectively, either (i) know that the matter being represented and warranted is true and accurate or (ii) have no reason, after reasonable inquiry, to believe that the matter being represented and warranted is not true and accurate.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. 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 such Articles, Sections, subsections or other subdivisionsthis Agreement, and shall be disregarded in construing the language contained thereinhereof. 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 subdivision unless expressly so limited. The words "“this Article,” “this Section," "” and “this subsection," ” and words of similar import, refer only to the Sections Article, Section or subsections 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." . 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. Unless As used in the context otherwise requiresrepresentations and warranties contained in this Agreement, all defined terms contained herein the phrase “to the knowledge” of the representing Party shall include the singular and plural and the conjunctive and disjunctive forms mean that Responsible Officers of such defined termsParty, individually or collectively, either (a) know that the matter being represented and warranted is true and accurate or (b) have no reason, after reasonable inquiry (including, without limitation, review of their files and inquiry of pertinent management personnel), to believe that the matter being represented and warranted is not true and accurate.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. 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 such Articles, Sections, subsections or other subdivisionsthis Agreement, and shall be disregarded in construing the language contained thereinhereof. 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 subdivision unless expressly so limited. The words "this SectionArticle," "this Section" and "this subsection," and words of similar import, refer only to the Sections Article, Section or subsections 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." . 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. Unless As used in the context otherwise requiresrepresentations and warranties contained in this Agreement, all defined terms contained herein the phrases "knowledge", "to the knowledge", and similar expressions, when used with respect to the representing Party, shall include the singular and plural and the conjunctive and disjunctive forms mean that Responsible Officers of such defined termsrepresenting Party, individually or collectively, either (a) have actual knowledge that the matter being represented and warranted is true and accurate or (b) have no reason to believe that the matter being represented and warranted is not true and accurate.

References and Titles. All references in this Agreement to Exhibitsexhibits, Schedulesschedules, Articlesarticles, Sectionssections, subsections, subsections and other subdivisions refer to the corresponding Exhibitsexhibits, Schedulesschedules, Articlesarticles, Sectionssections, subsections, subsections and other subdivisions of 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 such Articles, Sections, subsections or other subdivisions, those subdivisions and shall will be disregarded in construing the language contained thereinin those subdivisions. The words "this Agreement," "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 the Sections sections or subsections hereof of this Agreement in which such words those phrases occur. The word "or" is not exclusive; the word "including" (in its various forms) means "including without limitation." Pronouns in masculine, feminine, or feminine and neuter genders shall be construed to state and include any other gender and words, termsgender, 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 expressly requires. The word "will" shall be construed to have the same meaning and effect as the word "shall." Unless the context requires otherwise requires(a) any reference herein to any law shall be construed as referring to such law as amended, all defined terms modified, codified or reenacted, in whole or in part, and 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 shall include herein), (c) with respect to the singular determination of any time period, the word "from" means "from and plural including" and the conjunctive word "to" means "to and disjunctive forms including." No provision of this Agreement shall be interpreted or construed against any Person solely because such defined termsPerson or its legal representative drafted such provision.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsectionsSubsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, Subsections and other subdivisions of this Agreement unless expressly provided otherwise. Titles and headings appearing at the beginning of any Articles, Sections, subsections, or other subdivisions of this Agreement subdivision are for convenience only, only and do not constitute any a part of any such Articles, Sections, subsections or other subdivisions, subdivision and shall be disregarded in construing the language contained thereinin this Agreement. The words "this Agreement," "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 SectionArticle," "this subsection,Section" and words of "this Subsection" and similar import, phrases refer only to the Articles, Sections or subsections Subsections hereof in which such words occurthe phrase occurs. The word "includingor" (in its various forms) means "including without limitation." is not exclusive. Pronouns in masculine, feminine, or feminine and neuter genders gender shall be construed to state and include any other gender and words, terms, and titles (including terms defined herein) gender. Words in the singular form shall be construed to include the plural and vice versawords in the plural form shall be construed to include the singular, unless the context otherwise expressly requires. Unless the context otherwise requires, all defined terms contained herein The words "operated as they have been operated on an historical basis" and words of similar import shall include physical operation, financial results of operation and all other aspects of operation, but shall not include changes or conditions affecting the singular and plural and the conjunctive and disjunctive forms of such defined terms.industry or markets. ARTICLE II

References and Titles. All references in this Agreement to --------------------- Exhibits, Schedules, Articlesarticles, Sectionssections, subsections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articlesarticles, Sectionssections, subsections, subsections and other subdivisions of 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, only and do not constitute any part of such Articles, Sections, subsections or other subdivisions, subdivisions and shall be disregarded in construing the language contained thereinin such subdivisions. The words "this Agreement," ", "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 the Sections sections or subsections hereof in which such words phrases occur. The word "or" is not exclusive, and the word "including" (in its various forms) means "including without limitation." ". Pronouns in masculine, feminine, or feminine and neuter genders shall be construed to state and include any other gender and words, termsgender, 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 expressly requires. Unless Any reference to any Person shall be construed to include such Person's successors and assigns, provided that such successors and assigns are permitted pursuant to the context otherwise requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined termsLoan Documents.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, sections, subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, sections, subsections, and other subdivisions of this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, sections, subsections, or other subdivisions of this Agreement are for convenience only, do not constitute any part of such Articles, Sections, sections, subsections or other subdivisions, and shall be disregarded in construing the language contained therein. 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 subdivision unless expressly so limited. The words "“this Section," "” “this section,” “this subsection," ” and words of similar import, refer only to the Sections Sections, section or subsections hereof in which such words occur. The word "“or” is not exclusive, and the word “including" ” (in its various forms) means "including “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 expressly requires. Unless the context otherwise expressly requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions of 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 such Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language contained therein. The words "this AgreementTHIS AGREEMENT," "hereinHEREIN," "herebyHEREBY," "hereunderHEREUNDER," and "hereofHEREOF," 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 SectionTHIS SECTION," "this subsectionTHIS SUBSECTION," and words of similar import, refer only to the Sections or subsections hereof in which such words occur. The word "includingINCLUDING" (in its various forms) means "including without limitationINCLUDING 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 expressly requires. Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms.. ARTICLE 2

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions of 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 such the Articles, Sections, subsections subsections, or other subdivisions, and shall be disregarded in construing the language contained therein. The words "this Agreement," "hereby," "herein," "hereby," "hereunderhereof," and "hereofhereunder," 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 subsection," and words of similar import, refer only to the Sections or subsections hereof in which such words occur. The word "or" is not exclusive, and the 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 expressly requires. Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. 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 such Articles, Sections, subsections or other subdivisionsthis Agreement, and shall be disregarded in construing the language contained thereinhereof. 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 subdivision unless expressly so limited. The words "this SectionArticle," "this Section" and "this subsection," and words of similar import, refer only to the Sections Article, Section or subsections 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." . 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. Unless As used in the context otherwise requiresrepresentations and warranties contained in this Agreement, all defined terms contained herein the phrase "to the knowledge" of the representing party shall include the singular and plural and the conjunctive and disjunctive forms mean that responsible officers of such defined termsrepresenting party, individually or collectively, either (a) know that the matter being represented and warranted is true and accurate or (b) have no reason, after reasonable inquiry, to believe that the matter being represented and warranted is not true and accurate.

References and Titles. All references in this Agreement to --------------------- Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions of 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 such Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language contained therein. 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 subdivision unless expressly so limited. The words "this Section," "this subsection," and words of similar import, refer only to the Sections or subsections hereof in which such words occur. The 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 expressly requires. Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions of 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 such Articles, Sections, subsections subsections, or other subdivisions, and shall be disregarded in construing the language contained therein. 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 subdivision unless expressly so limited. The words "this Section," "this subsection," ", and words of similar import, refer only to the Sections or subsections hereof in which such words occur. The 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, 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. Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. 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 such Articles, Sections, subsections or other subdivisionsthis Agreement, and shall be disregarded in construing the language contained thereinhereof. 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 subdivision unless expressly so limited. The words "this SectionArticle," "this Section" and "this subsection," and words of similar import, refer only to the Sections Article, Section or subsections 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." . 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. Unless As used in the context otherwise requiresrepresentations and warranties contained in this Agreement, all defined terms contained herein the phrase "to the knowledge" of the representing Party shall include the singular and plural and the conjunctive and disjunctive forms mean that Responsible Officers of such defined termsParty, individually or collectively, either (a) know that the matter being represented and warranted is true and accurate or (b) have no reason, after reasonable inquiry (including, without limitation, review of their files and inquiry of pertinent management personnel), to believe that the matter being represented and warranted is not true and accurate.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions of 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 such Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language contained therein. 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 subdivision unless expressly so limited. The words "this Section," "this subsection," and words of similar import, refer only to the Sections or subsections hereof in which such words occur. The word "or" is not exclusive, and the 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 expressly requires. Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms.expressly

References and Titles. All references in this Agreement to --------------------- Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions of 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 such Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language contained therein. 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 subdivision unless expressly so limited. The words "this Section," "this ------------ ---- subsection," and words of similar import, refer only to the Sections or ---------- subsections hereof in which such words occur. The 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 expressly requires. Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive 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, as the case may be, taken as a whole.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. 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 such Articles, Sections, subsections or other subdivisionsthis Agreement, and shall be disregarded in construing the language contained thereinhereof. 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 subdivision unless expressly so limited. The words "“this Article,” “this Section," "” and “this subsection," ” and words of similar import, refer only to the Sections Article, Section or subsections 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." . 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. Unless As used in the context otherwise requiresrepresentations and warranties contained in this Agreement, all defined terms contained herein the phrase “to the knowledge” of the representing Party shall include the singular and plural and the conjunctive and disjunctive forms mean that Responsible Officers of such defined termsrepresenting Party, individually or collectively, either (a) know that the matter being represented and warranted is true and accurate or (b) have no reason to believe that the matter being represented and warranted is not true and accurate.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions of 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 such Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language contained therein. 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 subdivision unless expressly so limited. The words "this Section," "this subsection," and words of similar import, refer only to the Sections or subsections hereof in which such words occur. The word "or" is not exclusive, and the 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 expressly requires. Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms.and

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. 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 such Articles, Sections, subsections or other subdivisionsthis Agreement, and shall be disregarded in construing the language contained thereinhereof. 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 subdivision unless expressly so limited. The words "“this Article,” “this Section," "” and “this subsection," ” and words of similar import, refer only to the Sections Article, Section or subsections 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." . 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. Unless As used in the context otherwise requiresrepresentations and warranties contained in this Agreement, all defined terms contained herein the phrase “to the knowledge” of the representing Party shall include the singular and plural and the conjunctive and disjunctive forms mean that Responsible Officers of such defined termsParty, individually or collectively, either (a) know that the matter being represented and warranted is true and accurate or (b) have no reason, after reasonable inquiry, to believe that the matter being represented and warranted is not true and accurate.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions of 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 such Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language contained therein. 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 subdivision unless expressly so limited. The words "this Section," "this subsection," and words of similar import, refer only to the Sections or subsections hereof in which such words occur. The 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 expressly requires. Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms.. ARTICLE II

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. 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 such Articles, Sections, subsections or other subdivisionsthis Agreement, and shall be disregarded in construing the language contained thereinhereof. 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 subdivision unless expressly so limited. The words "this SectionArticle," "this Section" and "this subsection," and words of similar import, refer only to the Sections Article, Section or subsections 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." . 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. Unless As used in the context otherwise requiresrepresentations and warranties contained in this Agreement, all defined terms contained herein the phrase "to the knowledge" of the representing Party shall include the singular and plural and the conjunctive and disjunctive forms mean that Responsible Officers of such defined terms.representing Party, individually or collectively, either (a) know that the matter being represented and warranted is true and accurate or (b) have no reason to believe after reasonable due diligence and investigation that the matter being represented and warranted is not true and accurate. THE MERGER

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions of 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 such Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language contained therein. 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 subdivision unless expressly so limited. The words "this Section," and "this subsection," and words of similar import, refer only to the Sections or subsections hereof in which such words occur. The word "or" is not exclusive, and the 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 expressly requires. Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, subsections and other subdivisions of 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 such Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language contained therein. 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 subdivision unless expressly so limited. The words "“this Section," "” “this subsection," ” and words of similar import, refer only to the Sections or subsections hereof in which such words occur. The word "“or” is not exclusive, and the 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. Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms.

References and Titles. All Unless the context otherwise requires, (a) all references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. Titles Agreement, (b) 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 such Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language contained therein. The , (c) 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 subdivision unless expressly so limited. The , (d) the words "this SectionArticle," "this Section" and "this subsection," and words of similar import, refer only to the Articles, Sections or subsections hereof in which such words occur. The appear, (e) the word "or" is not exclusive, and (f) the 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. Unless All references to "$," "US$" "dollars," or dollar amounts will be to lawful currency of the context otherwise requiresUnited States, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms references to "Ps," "pesos" or peso amounts will be to lawful currency of such defined termsMexico.

References and Titles. All references in this Agreement to Exhibitsexhibits, Schedulesschedules, Articlesarticles, Sectionssections, subsections, subsections and other subdivisions refer to the corresponding Exhibitsexhibits, Schedulesschedules, Articlesarticles, Sectionssections, subsections, subsections and other subdivisions of this Agreement unless otherwise expressly provided otherwiseprovided. Titles appearing at the beginning of any Articles, Sections, subsections, or other subdivisions of this Agreement Section and subdivision headings are for convenience only, do not constitute any part of such Articles, Sections, subsections sections or other subdivisions, subdivisions and shall be disregarded in construing the language contained thereinin such sections or subdivisions. The words "“this Agreement," "” “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 sections or subdivisions unless expressly so limited. The words "phrases “this Section," "section” and “this subsection," ” and words of similar import, phrases refer only to the Sections sections or subsections hereof in which such words phrases occur. The word "“or” is not exclusive, and the word “including" ” (in its various forms) means "“including without limitation." ”. Pronouns in masculine, feminine, or feminine and neuter genders shall be construed to state and include any other gender and words, termsgender, 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 expressly requires. Calculations and Determinations. Interest shall be calculated on the basis of a 360 day year for the actual number of days in the applicable period. Each payment may, at the option of Lender, be calculated and applied on an assumption that such payment would be made on its due date. Unless the context otherwise requiresexpressly provided herein or Lender otherwise consents in writing, all defined terms contained herein Financial Statements and reports to be furnished to Lender under the Loan Documents shall include be prepared and all financial computations and determinations made pursuant to the singular Loan Documents, and plural and with respect to the conjunctive and disjunctive forms of such defined termsFinancial Statements, shall be made in accordance with GAAP.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions of 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 such Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language contained therein. The words "this AgreementTHIS AGREEMENT," "hereinHEREIN," "herebyHEREBY," "hereunderHEREUNDER," and "hereofHEREOF," 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 SectionTHIS SECTION," "this subsectionTHIS SUBSECTION," and words of similar import, refer only to the Sections or subsections hereof in which such words occur. The word "includingINCLUDING" (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 expressly requires. Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articlesarticles, Sectionssections, subsections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articlesarticles, Sectionssections, subsections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. All references in this Agreement to any Person refer to such Person's successors and assigns unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections, or other subdivisions of this Agreement are for convenience only, only and do not constitute any part of such Articles, Sections, subsections or other subdivisions, subdivisions and shall be disregarded in construing the language contained thereinin such subdivisions. The words "this Agreement," ", "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 the Sections sections or subsections hereof in which such words phrases occur. The word "or" is not exclusive, and the word "including" (in its various forms) means "including without limitation." ". Pronouns in masculine, feminine, or feminine and neuter genders shall be construed to state and include any other gender and words, termsgender, 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 expressly requires. Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms7. 8. Section 1.

References and Titles. All --------------------- references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions of 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 such Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language contained therein. 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 subdivision unless expressly so limited. The words "this Section," "this subsection," and words of similar import, refer only to the Sections or subsections hereof in which such words occur. The 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 expressly requires. Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms.

References and Titles. All references in this Agreement to --------------------- Exhibits, Schedules, Articlesarticles, Sectionssections, subsections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articlesarticles, Sectionssections, subsections, subsections and other subdivisions of 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, only and do not constitute any part of such Articles, Sections, subsections or other subdivisions, subdivisions and shall be disregarded in construing the language contained thereinin such subdivisions. The words "this Agreement," ", "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 the Sections sections or subsections hereof in which such words phrases occur. The word "or" is not exclusive, and the word "including" (in its various forms) means "including without limitation.". Phrases such as "known to Borrower" or "to the best knowledge of Borrower" refer to the actual knowledge (as distinguished from constructive knowledge) of any of the following: Borrower's President, Borrower's Chief Executive Officer, Borrower's Chief Financial Officer, Borrower's general counsel, Borrower's Treasurer, or any Vice President of Borrower. Pronouns in masculine, feminine, or feminine and neuter genders shall be construed to state and include any other gender and words, termsgender, 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 expressly requires. Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms.

References and Titles. All references in this Agreement to Exhibits, --------------------- Schedules, Articles, Sections, subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions of 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 such Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language contained therein. 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 subdivision unless expressly so limited. The words "this Section," "this subsection," and words of similar import, refer only to the Sections or subsections hereof in which such words occur. The 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 expressly requires. Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. 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 such Articles, Sections, subsections or other subdivisionsthis Agreement, and shall be disregarded in construing the language contained thereinhereof. 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 subdivision unless expressly so limited. The words "“this Article,” “this Section," "” and “this subsection," ” and words of similar import, refer only to the Sections Article, Section or subsections 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." . 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. Unless As used in the context otherwise requiresrepresentations and warranties contained in this Agreement, all defined terms contained herein the phrase “to the knowledge” of the representing party shall include the singular and plural and the conjunctive and disjunctive forms mean that Responsible Officers of such defined termsrepresenting party, individually or collectively, either (a) know that the matter being represented and warranted is true and accurate or (b) have no reason, after reasonable inquiry, to believe that the matter being represented and warranted is not true and accurate.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions of 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, only do not constitute any part of such Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language contained therein. 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 subdivision unless expressly so limited. The words "this Section," "this subsection," and words of similar import, refer only to the Sections or subsections hereof in which such words occur. The 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 expressly requires. Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms.

References and Titles. All references in the Participation Agreement and in the other Operative Agreements to "the Pledge Agreement" shall refer to this Agreement as amended, restated, modified or supplemented from time to time. All references in this Agreement to Exhibits, SchedulesAttachments, Articles, Sections, subsections, Subsections and other subdivisions refer to the corresponding Exhibits, SchedulesAttachments, Articles, Sections, subsections, Subsections and other subdivisions of this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections, or other subdivisions of this Agreement subdivision are for convenience only, only and do not constitute any part of any such Articles, Sections, subsections or other subdivisions, subdivision and shall be disregarded in construing the language contained thereinin this Agreement. The words "this Agreement," "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 SectionArticle," "this subsection,Section" and words of "this Subsection" and similar import, phrases refer only to the Articles, Sections or subsections Subsections hereof in which such words occurthe phrase occurs. The word "or" is not exclusive, and the word "including" (in all of its various forms) means "including without limitation." Pronouns in masculine, feminine, or feminine and neuter genders gender shall be construed to state and include any other gender and words, termsgender, and titles (including terms defined herein) words in the singular form shall be construed to include the plural and vice versa, versa unless the context otherwise expressly requires. Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, and other subdivisions of 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 such Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language contained therein. 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 subdivision unless expressly so limited. The words "“this Section," "” “this subsection," ” and words of similar import, refer only to the Sections or subsections hereof in which such words occur. The word "“or” is not exclusive, and the word “including" ” (in its various forms) means "including “including, without limitation” and “including but not limited to." ” 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 expressly requires. Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms.. The parties have executed this Agreement as of the date first written above. COMPANY: AMERICAN ELECTRIC TECHNOLOGIES, INC. By: Name: Title:

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. 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 such Articles, Sections, subsections or other subdivisionsthis Agreement, and shall be disregarded in construing the language contained thereinhereof. 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 subdivision unless expressly so limited. The words "“this Article,” “this Section," "” and “this subsection," ” and words of similar import, refer only to the Sections Article, Section or subsections 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." . 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. Unless As used in the context otherwise requiresrepresentations and warranties contained in this Agreement, all defined terms contained herein the phrase “to the knowledge” of the representing Party shall include mean the singular and plural and the conjunctive and disjunctive forms Responsible Officers of such defined termsrepresenting Party, individually or collectively, either (a) know that the matter being represented and warranted is true and accurate or (b) have no reason to believe that the matter being represented and warranted is not true and accurate.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. 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 such Articles, Sections, subsections or other subdivisionsthis Agreement, and shall be disregarded in construing the language contained thereinhereof. 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 subdivision unless expressly so limited. The words "“this Article,” “this Section," "” and “this subsection," ” and words of similar import, refer only to the Sections Article, Section or subsections 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." . 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. Unless As used in the context otherwise requiresrepresentations and warranties contained in this Agreement, all defined terms contained herein the phrase “to the knowledge” of the representing Party or similar variations thereof shall include the singular and plural and the conjunctive and disjunctive forms mean that Responsible Officers of such defined terms.representing Person, individually or collectively, either (a) have knowledge that the matter being represented and warranted is true and accurate or (b) would reasonably be expected to have knowledge of the matter based on similarly situated Persons within similar companies operating under similar circumstances. Table of Contents