Common use of Certain Interpretive Matters Clause in Contracts

Certain Interpretive Matters. (a) When a reference is made in this Note to Sections or Exhibits, such reference will be to a Section of or Exhibit to this Note unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Note, they will be deemed to be followed by the words “without limitation.” Unless the context otherwise requires, (i) “or” is disjunctive but not necessarily exclusive, (ii) words in the singular include the plural and vice versa, (iii) the use in this Note of a pronoun in reference to a party hereto includes the masculine, feminine or neuter, as the context may require, (iv) the use in this Note of “day” will mean a calendar day unless indicated otherwise, (v) all references to $ or dollar amounts will be to lawful currency of the United States, and (vi) the words “herein”, “hereby”, “hereof”, and “hereunder” and other words of similar import refer to this Note as a whole and not to any particular section, paragraph or other subdivision of this Note. (b) The parties have participated jointly in the negotiation and drafting of this Note and the other agreements, documents and instruments executed and delivered in connection herewith with counsel sophisticated in investment transactions. In the event an ambiguity or question of intent or interpretation arises, this Note and the agreements, documents and instruments executed and delivered in connection herewith will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Note and the agreements, documents and instruments executed and delivered in connection herewith. Without prejudice to any party’s rights and remedies for breach of a provision hereunder, this Note will not be interpreted or construed to require any Person to take any action, or fail to take any action, that would violate any applicable law. All Exhibits hereto will be deemed part of this Note and included in any reference to this Note.

Certain Interpretive Matters. As used herein, (ai) When a reference is made in this Note to Sections or Exhibits, such reference will be to a Section of or Exhibit to this Note unless otherwise indicated. Whenever the words terms “include,” “includes” or and “including” are used in this Note, they will meant to be inclusive and shall be deemed to be followed by the words mean “include without limitation.” Unless or “including without limitation”; (ii) the context otherwise requires, (i) word “or” is disjunctive disjunctive, but not necessarily exclusive; (iii) references to “dollars” or “$” shall be to United States dollars; (iv) the term “his” applies to both genders; (v) any Article, Section, Subsection, Paragraph or Subparagraph headings contained in this Amended Program Manager Agreement and the Preamble at the beginning of this Amended Program Manager Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Amended Program Manager Agreement (iiother than with respect to any defined terms contained in the Preamble); (vi) any reference made in this Amended Program Manager Agreement to a statute or statutory provision shall mean such statute or statutory provision as it has been amended through the date as of which the particular portion of the Amended Program Manager Agreement is to take effect, or to any successor statute or statutory provision relating to the same subject as the statutory provision so referred to in this Amended Program Manager Agreement, and to any then applicable rules or regulations promulgated thereunder, unless otherwise provided; (vii) the words “herein,” “hereof,” “hereunder” and words of like import shall refer to this Amended Program Manager Agreement as a whole (including its Schedules and Exhibits), unless the context clearly indicates to the contrary (for example, that a particular Section, Schedule or Exhibit is the, intended reference); (viii) words used herein in the singular singular, where the context so permits, shall be deemed to include the plural and vice versa, ; (iiiix) the use a reference in this Note Amended Program Manager Agreement contemplating certain action by ▇▇▇▇▇▇ Bank “after consultation with” or “in consultation with” or “in cooperation with” Manager does not mean that the consent or approval of a pronoun Manager is required or contemplated in reference connection with such action; and (x) unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Amended Program Manager Agreement that refer to a party hereto includes the masculineparticular agreement, feminine instrument or neuter, as the context may require, (iv) the use in this Note of “day” will mean a calendar day unless indicated otherwise, (v) all references to $ or dollar amounts will be to lawful currency of the United States, and (vi) the words “herein”, “hereby”, “hereof”, and “hereunder” and other words of similar import document also refer to this Note as a whole and not to any particular sectioninclude all renewals, paragraph or other subdivision extensions, modifications, amendments and restatements of this Note. (b) The parties have participated jointly in the negotiation and drafting of this Note and the other agreementssuch agreement, documents and instruments executed and delivered in connection herewith with counsel sophisticated in investment transactions. In the event an ambiguity or question of intent or interpretation arises, this Note and the agreements, documents and instruments executed and delivered in connection herewith will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Note and the agreements, documents and instruments executed and delivered in connection herewith. Without prejudice to any party’s rights and remedies for breach of a provision hereunder, this Note will not be interpreted or construed to require any Person to take any actioninstrument, or fail to take any action, that would violate any applicable law. All Exhibits hereto will be deemed part of this Note and included in any reference to this Notedocument.

Certain Interpretive Matters. (a) When In this Agreement, unless the context otherwise requires: (i) words of the masculine or neuter gender will include the masculine, neuter or feminine gender, and words in the singular number or in the plural number will each include, as applicable, the singular number or the plural number; (ii) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a reference is made Person in a particular capacity excludes such Person in any other capacity; (iii) any accounting term used and not otherwise defined in this Note Agreement or any Transaction Document has the meaning assigned to Sections such term in accordance with GAAP; (iv) “including” (and, with correlative meaning, “include”) means including without limiting the generality of any description preceding or Exhibitssucceeding such term; (v) reference to any Law means such Law as amended, modified, supplemented, codified or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder and including by succession of comparable successor Laws and references to all attachments thereto and instruments incorporated therein; (vi) any agreement, instrument, insurance policy defined or referred to herein or in any agreement or instrument that is referred to herein means such reference will be agreement, instrument or insurance policy as from time to a Section time amended, modified or supplemented, including (in the case of agreements or Exhibit to this Note unless instruments) by waiver or consent; (vii) except as otherwise indicated. Whenever , all references in this Agreement to the words “includeSection,” “includesSchedule,” or “includingAnnex” and “Exhibit” are used in intended to refer to Sections, Schedules, Annexes and Exhibits to this Note, they will be deemed to be followed by the words “without limitation.” Unless Agreement; (viii) unless the context otherwise requires, (i) “or” is disjunctive but not necessarily exclusive, (ii) words in the singular include the plural and vice versa, (iii) the use in this Note of a pronoun in reference to a party hereto includes the masculine, feminine or neuter, as the context may require, (iv) the use in this Note of “day” will mean a calendar day unless indicated otherwise, (v) all references to $ or dollar amounts will be to lawful currency of the United States, and (vi) the words “herein”, hereof,” “hereby”, “hereof”, ” and “hereunderherein” and other words of similar import meaning when used in this Agreement refer to this Note as a whole Agreement in its entirety and not to any particular sectionArticle, paragraph Section or other subdivision provision hereof; (ix) except when used together with the word “either” or otherwise for the purpose of identifying mutually exclusive alternatives, the term “or” has the inclusive meaning represented by the phrase “and/or”; (x) the words “will” and “will not” are expressions of command and not merely expressions of future intent or expectation; (xi) when used in this NoteAgreement, the word “either” shall be deemed to mean “one or the other”, not “both”; (xii) references herein to a party are references to the parties to this Agreement, except to the extent expressly provided otherwise and (xiii) all references in this Agreement to “dollars” or “$” mean United States dollars. (b) The parties have participated jointly in further acknowledge and agree that: (i) this Agreement is the negotiation and drafting result of this Note and the other agreements, documents and instruments executed and delivered in connection herewith with counsel sophisticated in investment transactions. In the event an ambiguity or question of intent or interpretation arises, this Note and the agreements, documents and instruments executed and delivered in connection herewith will be construed as if drafted jointly by negotiations between the parties and no presumption will not be deemed or burden of proof will arise favoring or disfavoring construed as having been drafted by any one party, (ii) each party by virtue of and its counsel have reviewed and negotiated the authorship of any terms and provisions of this Note Agreement (including any Exhibits and Schedules attached hereto) and have contributed to its revision and (iii) any rule of construction to the agreements, documents and instruments executed and delivered in connection herewith. Without prejudice to effect that any party’s rights and remedies for breach of a provision hereunder, this Note ambiguities are resolved against the drafting party will not be interpreted or construed to require any Person to take any action, or fail to take any action, that would violate any applicable law. All Exhibits hereto will be deemed part employed in the interpretation of this Note Agreement. (c) The headings of the Sections of this Agreement are for convenience only and included in any reference to no way modify, interpret or construe the meaning of specific provisions of this NoteAgreement.

Certain Interpretive Matters. For purposes of the Operative Documents and all such certificates and other documents, unless ---------------------------- the context otherwise requires: (ai) When unless otherwise specifically provided therein, any accounting term used in any Operative Document shall have the meaning customarily given such term in accordance with GAAP, and all financial computations thereunder shall be computed in accordance with GAAP consistently applied (that certain items or computations are explicitly modified by the phrase "in accordance with GAAP" shall in no way be construed to limit the foregoing); (ii) all other undefined capitalized terms contained in any of the Operative Documents shall, unless the context indicates otherwise, have the meanings provided for by the Uniform Commercial Code as in effect in the State of New York to the extent the same are used or defined therein; (iii) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (iv) the words "herein," "hereof" and "hereunder" and other words of similar import used in any Operative Document refer to such Operative Documents as a whole, including all annexes, exhibits and schedules, as the same may from time to time be amended, restated, amended and restated, supplemented or otherwise modified, and not to any particular section, subsection or clause contained in such Operative Document or any such annex, exhibit or schedule; (v) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to such Operative Document (or the certificate or other document in which the reference is made in this Note made), and references to Sections any paragraph, subsection, clause or Exhibitsother subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such reference will be to a Section of or Exhibit to this Note unless otherwise indicated. Whenever definition; (vi) the words “"including," "includes" and "include,” “includes” or “including” are used in this Note, they will " shall be deemed to be followed by the words “"without limitation.” Unless "; the word "or" is not exclusive; (vii) references to any law or regulation refer to that law or regulation as amended from time to time and include any successor law or regulation; (viii) references to any agreement refer to that agreement as from time to time amended or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (ix) references to Persons include their respective successors and assigns (to the extent and only to the extent permitted by the Operative Document) or, in the case of Governmental Authorities, Persons succeeding to the relevant functions of such Persons; and all references to statutes and related regulations shall include any amendments of the same and any successor statutes and regulations; (x) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof; and (xi) wherever from the context otherwise requiresit appears appropriate, (i) “or” is disjunctive but not necessarily exclusive, (ii) words each term stated in either the singular or plural shall include the plural singular and vice versathe plural, (iii) the use and pronouns stated in this Note of a pronoun in reference to a party hereto includes the masculine, feminine or neuterneuter gender shall include the masculine, as the context may require, (iv) the use in this Note of “day” will mean a calendar day unless indicated otherwise, (v) all references to $ or dollar amounts will be to lawful currency of the United States, feminine and (vi) the words “herein”, “hereby”, “hereof”, and “hereunder” and other words of similar import refer to this Note as a whole and not to any particular section, paragraph or other subdivision of this Noteneuter genders. (b) The parties have participated jointly in the negotiation and drafting of this Note and the other agreements, documents and instruments executed and delivered in connection herewith with counsel sophisticated in investment transactions. In the event an ambiguity or question of intent or interpretation arises, this Note and the agreements, documents and instruments executed and delivered in connection herewith will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Note and the agreements, documents and instruments executed and delivered in connection herewith. Without prejudice to any party’s rights and remedies for breach of a provision hereunder, this Note will not be interpreted or construed to require any Person to take any action, or fail to take any action, that would violate any applicable law. All Exhibits hereto will be deemed part of this Note and included in any reference to this Note.

Certain Interpretive Matters. As used herein, (ai) When a reference is made in this Note to Sections or Exhibits, such reference will be to a Section of or Exhibit to this Note unless otherwise indicated. Whenever the words terms “include,” “includes” or and “including” are used in this Note, they will meant to be inclusive and shall be deemed to be followed by the words mean “include without limitation.” Unless or “including without limitation”; (ii) the context otherwise requires, (i) word “or” is disjunctive disjunctive, but not necessarily exclusive; (iii) references to “dollars” or “$” shall be to United States dollars; (iv) the term “his” applies to both genders; (v) any Article, Section, Subsection, Paragraph or Subparagraph headings contained in this Agreement and the Preamble at the beginning of this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement (iiother than with respect to any defined terms contained in the Preamble); (vi) any reference made in this Agreement to a statute or statutory provision shall mean such statute or statutory provision as it has been amended through the date as of which the particular portion of the Agreement is to take effect, or to any successor statute or statutory provision relating to the same subject as the statutory provision so referred to in this Agreement, and to any then applicable rules or regulations promulgated thereunder, unless otherwise provided; (vii) the words “herein,” “hereof,” “hereunder” and words of like import shall refer to this Agreement as a whole (including its Schedules and Exhibits), unless the context clearly indicates to the contrary (for example, that a particular Section, Schedule or Exhibit is the intended reference); (viii) words used herein in the singular singular, where the context so permits, shall be deemed to include the plural and vice versa, ; (iiiix) the use a reference in this Note Agreement contemplating certain action by ▇▇▇▇▇▇ Bank “after consultation with” or “in consultation with” or “in cooperation with” Manager does not mean that the consent or approval of a pronoun Manager is required or contemplated in reference connection with such action; and (x) unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement that refer to a party hereto includes the masculineparticular agreement, feminine instrument or neuter, as the context may require, (iv) the use in this Note of “day” will mean a calendar day unless indicated otherwise, (v) all references to $ or dollar amounts will be to lawful currency of the United States, and (vi) the words “herein”, “hereby”, “hereof”, and “hereunder” and other words of similar import document also refer to this Note as a whole and not to any particular sectioninclude all renewals, paragraph or other subdivision extensions, modifications, amendments and restatements of this Note. (b) The parties have participated jointly in the negotiation and drafting of this Note and the other agreementssuch agreement, documents and instruments executed and delivered in connection herewith with counsel sophisticated in investment transactions. In the event an ambiguity or question of intent or interpretation arises, this Note and the agreements, documents and instruments executed and delivered in connection herewith will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Note and the agreements, documents and instruments executed and delivered in connection herewith. Without prejudice to any party’s rights and remedies for breach of a provision hereunder, this Note will not be interpreted or construed to require any Person to take any actioninstrument, or fail to take any action, that would violate any applicable law. All Exhibits hereto will be deemed part of this Note and included in any reference to this Notedocument.

Certain Interpretive Matters. For purposes of the Operative Documents and all such Notes and other documents, unless the ---------------------------- context otherwise requires: (a) When unless otherwise specifically provided therein, any accounting term used in any Operative Document shall have the meaning customarily given such term in accordance with GAAP, and all financial computations thereunder shall be computed in accordance with GAAP consistently applied (that certain items or computations are explicitly modified by the phrase "in accordance with GAAP" shall in no way be construed to limit the foregoing); (b) all other undefined capitalized terms contained in any of the Operative Documents shall, unless the context indicates otherwise, have the meanings provided for by the Uniform Commercial Code as in effect in the State of New York to the extent the same are used or defined therein; (c) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (d) the words "herein," "hereof" and "hereunder" and other words of similar import used in any Operative Document refer to such Operative Documents as a whole, including all annexes, exhibits and schedules, as the same may from time to time be amended, restated, amended and restated, supplemented or otherwise modified, and not to any particular section, subsection or clause contained in such Operative Document or any such annex, exhibit or schedule; (e) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to such Operative Document (or the Note or other document in which the reference is made in this Note made), and references to Sections any paragraph, subsection, clause or Exhibitsother subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such reference will be to a Section of or Exhibit to this Note unless otherwise indicated. Whenever definition; (f) the words “"including," "includes" and "include,” “includes” or “including” are used in this Note, they will " shall be deemed to be followed by the words “"without limitation.” Unless "; the context otherwise requires, word "or" is not exclusive; (g) references to any law or regulation refer to that law or regulation as amended from time to time and include any successor law or regulation; (h) references to any agreement refer to that agreement as from time to time amended or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (i) “references to Persons include their respective successors and assigns (to the extent and only to the extent permitted by the Operative Document) or” is disjunctive but not necessarily exclusive, (ii) words in the case of Governmental Authorities, Persons succeeding to the relevant functions of such Persons; and all references to statutes and related regulations shall include any amendments of the same and any successor statutes and regulations; (j) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof; and (k) wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the plural singular and vice versathe plural, (iii) the use and pronouns stated in this Note of a pronoun in reference to a party hereto includes the masculine, feminine or neuterneuter gender shall include the masculine, as the context may require, (iv) the use in this Note of “day” will mean a calendar day unless indicated otherwise, (v) all references to $ or dollar amounts will be to lawful currency of the United States, feminine and (vi) the words “herein”, “hereby”, “hereof”, and “hereunder” and other words of similar import refer to this Note as a whole and not to any particular section, paragraph or other subdivision of this Noteneuter genders. (b) The parties have participated jointly in the negotiation and drafting of this Note and the other agreements, documents and instruments executed and delivered in connection herewith with counsel sophisticated in investment transactions. In the event an ambiguity or question of intent or interpretation arises, this Note and the agreements, documents and instruments executed and delivered in connection herewith will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Note and the agreements, documents and instruments executed and delivered in connection herewith. Without prejudice to any party’s rights and remedies for breach of a provision hereunder, this Note will not be interpreted or construed to require any Person to take any action, or fail to take any action, that would violate any applicable law. All Exhibits hereto will be deemed part of this Note and included in any reference to this Note.

Certain Interpretive Matters. (a) When a reference is made The words “hereof,” “herein,” “hereinafter” and “hereunder” and words of similar import when used in this Note Agreement refer to Sections this Agreement and not to any particular provision of this Agreement or Exhibits, such reference the Ancillary Agreements. References to 14 (b) The meaning of defined terms will be equally applicable to a Section the singular and plural forms of or Exhibit to this Note unless otherwise indicatedthe defined terms. The term “or” is disjunctive but, depending on the context, not necessarily exclusive. Whenever the words “include,” “includes,” or “including” are used in this NoteAgreement, they will be deemed to be followed by the words “without limitation.,” Unless the context otherwise requires, (i) “or” is disjunctive but whether or not necessarily exclusive, (ii) they are in fact followed by those words in the singular include the plural and vice versa, (iii) the use in this Note of a pronoun in reference to a party hereto includes the masculine, feminine or neuter, as the context may require, (iv) the use in this Note of “day” will mean a calendar day unless indicated otherwise, (v) all references to $ or dollar amounts will be to lawful currency of the United States, and (vi) the words “herein”, “hereby”, “hereof”, and “hereunder” and other words of similar import refer to this Note as a whole and not to any particular section, paragraph or other subdivision of this Notelike import. (bc) References to agreements and other documents will be deemed to include all subsequent amendments and other modifications thereto. (d) Any reference to any Law will be deemed also to refer to all rules and regulations promulgated under such Law, unless the context expressly requires otherwise. (e) The parties provision of a table of contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and will not affect or be utilized in construing or interpreting this Agreement. (f) The Parties have participated jointly in the negotiation and drafting of this Note and the other agreements, documents and instruments executed and delivered in connection herewith with counsel sophisticated in investment transactionsAgreement. In the event an ambiguity or question of intent or interpretation arises, this Note and the agreements, documents and instruments executed and delivered in connection herewith will Agreement must be construed as if drafted jointly by the parties Parties and no presumption or burden of proof will arise favoring or disfavoring any party Party by virtue of the authorship of any of the provisions of this Note Agreement. (g) When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period will be excluded. If the last day of such period is a non-Business Day, the period in question will end on the next succeeding Business Day. (h) The Schedules to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement. All Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any matter or item disclosed on one Schedule will be deemed to have been disclosed on each other Schedule, but only to the agreementsextent that the relevance of such disclosure to such other Schedules is reasonably apparent on its face, documents and instruments executed and delivered provided that in connection herewithno event shall a list of contracts or agreements be deemed to modify any other Schedule absent a specific cross-reference. Without prejudice No disclosure on a Schedule relating to a possible breach or violation of any party’s rights and remedies for contract or agreement, Law or Governmental Order will be construed as an admission or indication that such breach or violation exists or has actually occurred. Any capitalized terms used in any Schedule but not otherwise defined therein will be defined as set forth in this Agreement. (i) References to dollars or “$” means U.S. dollars. (j) Any reference in this Agreement to gender will include all genders. (k) For purposes of a provision hereunderthis Agreement, this Note the term “reasonable best efforts” will not be interpreted or construed deemed to require any Person to take give any actionguarantee or other monetary consideration of any nature, including in connection with obtaining any consent or waiver, or fail to take consent to any action, that would violate change in the terms of any applicable law. All Exhibits hereto will be deemed part of this Note and included in any reference to this Noteagreement or arrangement.

Certain Interpretive Matters. In this Agreement, unless the context otherwise requires: (ai) When words of the masculine or neuter gender will include the masculine, neuter and/or feminine gender, and words in the singular number or in the plural number will each include, as applicable, the singular number or the plural number, (ii) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a reference is made Person in a particular capacity excludes such Person in any other capacity, (iii) any accounting term used and not otherwise defined in this Note Agreement or any Transaction Document has the meaning assigned to Sections or Exhibitssuch term in accordance with GAAP, such reference will be to a Section of or Exhibit to this Note unless otherwise indicated. Whenever (iv) the words “include,” “includes” or and “including” are when used in this Note, they will herein shall be deemed in each case to be followed by the words “without limitation.,” Unless the context otherwise requires, (i) “or” is disjunctive but not necessarily exclusive, (ii) words in the singular include the plural and vice versa, (iii) the use in this Note of a pronoun in reference to a party hereto includes the masculine, feminine or neuter, as the context may require, (iv) the use in this Note of “day” will mean a calendar day unless indicated otherwise, (v) reference to any Law means such Law as amended, modified codified or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, (vi) any agreement, instrument, insurance policy or Law defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument, insurance policy or Law as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of Laws) by succession of comparable successor Laws and references to all attachments thereto and instruments incorporated therein, (vii) except as otherwise indicated, all references in this Agreement to $ or dollar amounts will be the underlined words “Section,” “Schedule” and “Exhibit” are intended to lawful currency refer to Sections, Disclosure Schedules and Exhibits to this Agreement, (viii) the headings of the United StatesSections of this Agreement are for convenience only and in no way modify, and interpret or construe the meaning of specific provisions of this Agreement, (viix) the words “herein”, ,” “hereto,” and “hereby”, “hereof”, and “hereunder” and other words of similar import in this Agreement shall be deemed in each case to refer to this Note Agreement as a whole and not to any particular section, paragraph Section or other subdivision of this Note. Agreement, (bx) any reference herein to “dollars” or “$” shall mean United States dollars, (xi) the word “if” and other words of similar import when used herein shall be deemed in each case to be followed by the phrase “and only if,” (xii) the term “or” means “and/or,” (xiii) any reference herein to a Governmental Authority shall be deemed to include reference to any successor thereto, and (xiv) the specificity of any representation or warranty contained herein shall not be deemed to limit the generality of any other representation or warranty contained herein. Each Disclosure Schedule will be deemed incorporated into this Agreement. The parties further acknowledge and agree that: (A) this Agreement is the result of negotiations between the parties and will not be deemed or construed as having been drafted by any one party, (B) each party and its counsel have participated jointly reviewed and negotiated the terms and provisions of this Agreement (including any Exhibits and Disclosure Schedules attached hereto) and have contributed to its revision, (C) the rule of construction to the effect that any ambiguities are resolved against the drafting party will not be employed in the negotiation and drafting interpretation of this Note Agreement, (D) the terms and the other agreements, documents and instruments executed and delivered in connection herewith with counsel sophisticated in investment transactions. In the event an ambiguity or question provisions of intent or interpretation arises, this Note and the agreements, documents and instruments executed and delivered in connection herewith Agreement will be construed fairly as if drafted jointly by to all parties hereto and not in favor of or against any party, regardless of which party was generally responsible for the parties and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provisions preparation of this Note and Agreement, (E) neither the agreements, documents and instruments executed and delivered drafting history nor the negotiating history of this Agreement may be used or referred to in connection herewith. Without prejudice with the construction or interpretation of this Agreement, (F) for the Company or the Seller to have made a document “available,” “provided” or “delivered” it to the Buyer, such document must have been uploaded to the Company’s electronic datasite at least two (2) days prior to the execution of this Agreement, provided, that with respect to any partydocuments uploaded to the Company’s rights and remedies for breach of a provision hereunder, this Note will not be interpreted or construed electronic data site within five (5) Business Days prior to require any Person to take any action, or fail to take any action, that would violate any applicable law. All Exhibits hereto will be deemed part the date of this Note and included in any reference to this NoteAgreement, the Company shall provide Buyer with advance or contemporaneous written notice.

Certain Interpretive Matters. (a) When a reference is made in In this Note to Sections or ExhibitsAgreement, such reference will be to a Section of or Exhibit to this Note unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Note, they will be deemed to be followed by the words “without limitation.” Unless the context otherwise requires: (a) words of the masculine or neuter gender include the masculine, neuter and/or feminine gender, and words in the singular number or in the plural number each include, as applicable, the singular number or the plural number, (b) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity, (c) any accounting term used and not otherwise defined in this Agreement or any Transaction Document has the meaning assigned to such term in accordance with GAAP, (d) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term, (e) reference to any Law means such Law as amended, modified codified or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, (f) any agreement, instrument, insurance policy, statute, regulation, rule or order defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument, insurance policy, statute, regulation, rule or order as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes, regulations, rules or orders) by succession of comparable successor statutes, regulations, rules or orders and references to all attachments thereto and instruments incorporated therein, (g) except as otherwise indicated, all references in this Agreement to the underlined words “Section,” “Schedule,” “Disclosure Schedule” and “Exhibit” are intended to refer to Sections, Schedules, Disclosure Schedules and Exhibits to this Agreement, and (h) with respect to information, materials, documents, certificates, agreements or other items provided, or to be provided, by one party to another pursuant to this Agreement, the term “made available” shall mean delivered in physical or electronic form or posted to the electronic data room used by the parties hereto in connection with the transactions contemplated hereby. The parties further acknowledge and agree that: (i) “or” this Agreement is disjunctive but the result of negotiations between the parties and will not necessarily exclusivebe deemed or construed as having been drafted by any one party, (ii) words in each party and its counsel have reviewed and negotiated the singular include the plural terms and vice versaprovisions of this Agreement (including any Exhibits, Schedules and Disclosure Schedules attached hereto) and have contributed to its revision, (iii) the use rule of construction to the effect that any ambiguities are resolved against the drafting party will not be employed in the interpretation of this Note of a pronoun in reference to a party hereto includes the masculineAgreement, feminine or neuter, as the context may require, and (iv) the use in this Note of “day” will mean a calendar day unless indicated otherwise, (v) all references to $ or dollar amounts will be to lawful currency of the United States, terms and (vi) the words “herein”, “hereby”, “hereof”, and “hereunder” and other words of similar import refer to this Note as a whole and not to any particular section, paragraph or other subdivision provisions of this Note. (b) The parties have participated jointly in the negotiation and drafting of this Note and the other agreements, documents and instruments executed and delivered in connection herewith with counsel sophisticated in investment transactions. In the event an ambiguity or question of intent or interpretation arises, this Note and the agreements, documents and instruments executed and delivered in connection herewith Agreement will be construed fairly as if drafted jointly by to all parties hereto and not in favor of or against any party, regardless of which party was generally responsible for the parties and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provisions preparation of this Note and the agreements, documents and instruments executed and delivered in connection herewith. Without prejudice to any party’s rights and remedies for breach of a provision hereunder, this Note will not be interpreted or construed to require any Person to take any action, or fail to take any action, that would violate any applicable law. All Exhibits hereto will be deemed part of this Note and included in any reference to this NoteAgreement.

Certain Interpretive Matters. (a) When a reference is made The words “hereof”, “herein”, “hereby”, “hereinafter” and “hereunder” and words of similar import when used in this Note Agreement, the Ancillary Agreements or the Exhibits or Schedules hereto, refer to Sections this Agreement, the Ancillary Agreement or Exhibitsthe Exhibit or Schedule in which any such word is used and not to any particular provision of this Agreement, the Ancillary Agreements or the Exhibits or Schedules in which any such reference word is used. (b) In this Agreement, the Ancillary Agreements and the Exhibits and Schedules hereto, (i) the meaning of defined terms will be equally applicable to a Section the singular and plural forms of the defined terms, (ii) any pronoun or Exhibit pronouns will be deemed to this Note unless otherwise indicated. Whenever include both the singular and the plural, (iii) the term “or” is disjunctive but, depending on the context, not necessarily exclusive, (iv) the words “include,” ”, “includes” or “including” are used in this Note, they will be deemed to be followed by the words “without limitation.” Unless the context otherwise requires”, (i) “or” is disjunctive but whether or not necessarily exclusive, (ii) they are in fact followed by those words in the singular include the plural and vice versa, (iii) the use in this Note or words of a pronoun in reference to a party hereto includes the masculine, feminine or neuter, as the context may require, (iv) the use in this Note of “day” will mean a calendar day unless indicated otherwiselike import, (v) all references the word “extent” in the phrase “to $ the extent” means the degree to which a subject or dollar amounts will be to lawful currency of the United Statesother thing extends, and such phrase will not simply mean “if”, (vi) the words “hereinordinary course” or “ordinary course of business” will deemed to be followed by the words “consistent with past practice”, whether or not they are in fact followed by those words or words of like import, (vii) references to agreements and other documents will be deemed to include all subsequent amendments and other modifications thereto, (viii) any reference to any Law will be deemed also to refer to all rules and regulations promulgated under such Law, unless the context expressly requires otherwise, (ix) references to dollars or “$” means U.S. dollars and (x) any reference to gender will include all genders. (c) The provision of a Table of Contents and the division of this Agreement, the Ancillary Agreements, the Exhibits and Schedules hereto into Articles, Sections and other subdivisions and the insertion of headings herein and therein are for convenience of reference only and will not affect or be utilized in construing or interpreting this Agreement, the Ancillary Agreements or the Exhibits and Schedules hereto, as the case may be. All references in this Agreement to any “ARTICLE”, “herebySection”, “hereofclause”, “Schedule” and “hereunderExhibit” are to the corresponding ARTICLE, Section, clause, Schedule and other words Exhibit of similar import refer to this Note as a whole and not Agreement unless otherwise specified. All references to any particular section“Section” in any Ancillary Agreement, paragraph Exhibit or other subdivision Schedule hereto are to the corresponding Section of this Notesuch Ancillary Agreement, Exhibit or Schedule in which such reference appears, unless otherwise specified. (bd) The parties Parties have participated jointly in the negotiation and drafting of this Note Agreement, the Ancillary Agreements and the other agreements, documents Exhibits and instruments executed and delivered in connection herewith with counsel sophisticated in investment transactionsSchedules hereto. In the event an ambiguity or question of intent or interpretation arises, this Note Agreement, the Ancillary Agreements and the agreements, documents Exhibits and instruments executed and delivered in connection herewith will Schedules hereto must be construed as if drafted jointly by the parties Parties and no presumption or burden of proof will arise favoring or disfavoring any party Party by virtue of the authorship of any of the provisions of this Note Agreement, the Ancillary Agreements or the Exhibits or Schedules hereto. (e) When calculating the period of time before which, within which or following which, any act is to be done or step taken pursuant to this Agreement, the Ancillary Agreements or any Exhibit or Schedule hereto, the date that is the reference date in calculating such period will be excluded. If the last day of such period is a non‑Business Day, the period in question will end on the next succeeding Business Day. (f) The Exhibits and Disclosure Schedules to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement. All Exhibits and Disclosure Schedules annexed hereto or referred to herein are hereby incorporated into and made a part of this Agreement as if set forth in full herein. Any matter or item disclosed on one Disclosure Schedule will be deemed to have been disclosed and incorporated by reference in each other Disclosure Schedule, but only to the agreementsextent that the relevance of such matter or item to such other Disclosure Schedule is reasonably apparent on its face. No disclosure on a Disclosure Schedule relating to a possible breach or violation of any Contract, documents Law or Governmental Order will be construed as an admission or indication that such breach or violation exists or has actually occurred. Information, matters and instruments executed items disclosed or reflected in the Disclosure Schedules are not necessarily limited to information, matters and delivered items that are required by this Agreement to be disclosed in connection herewiththe Disclosure Schedules. Without prejudice to The disclosure of any party’s rights and remedies for breach of a provision hereunderinformation, this Note matter or item in any Disclosure Schedule will not be interpreted deemed to constitute an acknowledgement that any such information, matter or construed item (or any non‑disclosed information, matter or item of comparable or greater significance) is required to require be disclosed or is otherwise material. Any capitalized terms used in any Person to take any actionDisclosure Schedule or Exhibit but not otherwise defined therein will be defined as set forth in this Agreement. (g) The Parties agree that except as expressly set forth therein or as required by applicable Law, none of the Local Purchase Agreements will expand or fail to take any actionlimit the rights and obligations of the Company, that would violate any applicable law. All Exhibits hereto on the one hand, and the Buyer, on the other hand, beyond those provided in this Agreement. (h) Any document or item will be deemed part “delivered”, “provided”, “disclosed” or “made available” (or any other words of similar import) by the Company or its Affiliates, as applicable, within the meaning of this Note and Agreement if such document or item is included in any reference the Project Emerald clean electronic data room (the “Clean Data Room”) or the Project Emerald non-clean data room (the “NC Data Room”) maintained by ▇▇▇▇▇▇▇ on behalf of the Company made available to the Buyer from June 6, 2019 to December 11, 2019 (inclusive) and recorded on DVD or USB, four copies of will be provided by the Company to the Buyer prior to the date of this NoteAgreement.

Certain Interpretive Matters. In this Agreement, except to the extent otherwise provided or that the context otherwise requires: (a) When when a reference is made in this Note Agreement to Sections an Article, Section, Exhibit or ExhibitsSchedule, such reference will be is to a an Article or Section of of, or Exhibit to or Schedule to, this Note Agreement unless otherwise indicated. Whenever , and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses of the section or subsection in which the reference occurs; (b) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement; (c) whenever the words “include,” “includes” or “including” are used in this NoteAgreement, they will be are deemed to be followed by the words “without limitation.limiting the generality of the foregoing” Unless the context otherwise requires, unless expressly provided otherwise; (id) “or” is disjunctive but not necessarily exclusive, (ii) words shall be construed in the singular include the plural and vice versa, (iii) the use in this Note of a pronoun in reference to a party hereto includes the masculine, feminine or neuter, as the context may require, (iv) the use in this Note inclusive sense of “day” will mean a calendar day unless indicated otherwise, and/or”; (v) all references to $ or dollar amounts will be to lawful currency of the United States, and (vie) the words “hereof,” “herein”, ,” “hereby”, ,” “hereof”, hereto,” “herewith” and “hereunder” and other words of similar import import, when used in this Agreement, refer to this Note Agreement as a whole and not to any particular sectionprovision of this Agreement, paragraph except to the extent otherwise specified; (f) all references herein to “$” or dollars shall refer to United States dollars; (g) no specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty; (h) it is the intent of the parties that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative; (i) references to a Person are also to its successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities; (j) any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified; (k) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms; (l) words of any gender include each other gender and neuter form; (m) references to agreements and other documents shall be deemed to include all subsequent amendments and other modifications thereto; (n) references to statutes shall include all regulations promulgated thereunder and references to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending or replacing the statute or regulation; (o) any reference to a number of days shall refer to calendar days unless Business Days are specified; (p) if any action is to be taken or given on or by a particular calendar day and such calendar day is not a Business Day, then such action may be deferred until the next Business Day; (q) the word “to the extent” shall mean the degree to which a subject or other subdivision of this Note.thing extends, and such phrase shall not mean simply “if”; (br) the term “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; and (s) all accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent. The parties acknowledge that each party and its attorney have reviewed and participated jointly in the negotiation and drafting of this Note Agreement and the other agreements, documents and instruments executed and delivered in connection herewith with counsel sophisticated in investment transactions. In the event an ambiguity or question that no rule of intent or interpretation arises, this Note and the agreements, documents and instruments executed and delivered in connection herewith will strict construction shall be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Note and the agreements, documents and instruments executed and delivered in connection herewith. Without prejudice to applied against any party’s rights and remedies for breach of a provision hereunder, this Note will not be interpreted or construed to require any Person to take any action, or fail to take any action, that would violate any applicable law. All Exhibits hereto will be deemed part of this Note and included in any reference to this Note.

Certain Interpretive Matters. In this Agreement, unless the context otherwise requires: (a) When words of the masculine or neuter gender will include the masculine, neuter and/or feminine gender, and words in the singular number or in the plural number will each include, as applicable, the singular number or the plural number; (b) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and an express reference to a reference is made Person in a particular capacity excludes such Person in any other capacity; (c) any accounting term used and not otherwise defined in this Note Agreement or any Transaction Document has the meaning assigned to Sections such term in accordance with GAAP; (d) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or Exhibitssucceeding such term; (e) reference to any Law means such Law as amended, modified, supplemented, codified or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder and including by succession of comparable successor Laws and references to all attachments thereto and instruments incorporated therein; (f) any Contract referred to herein or in any Contract that is referred to herein means such reference will be Contract as from time to a Section time amended, modified or supplemented, including (in the case of agreements or Exhibit to instruments) by waiver or consent; provided that any such amendment, waiver or supplement does not violate the terms of this Note unless Agreement; (g) except as otherwise indicated. Whenever , all references in this Agreement to the words “includeSection,” “includesSchedule” or and “includingExhibit” are used in intended to refer to Sections, Disclosure Schedules or other Schedules and Exhibits to this Note, they will be deemed to be followed by the words “without limitation.” Unless Agreement; (h) unless the context otherwise requires, (i) “or” is disjunctive but not necessarily exclusive, (ii) words in the singular include the plural and vice versa, (iii) the use in this Note of a pronoun in reference to a party hereto includes the masculine, feminine or neuter, as the context may require, (iv) the use in this Note of “day” will mean a calendar day unless indicated otherwise, (v) all references to $ or dollar amounts will be to lawful currency of the United States, and (vi) the words “herein”, hereof,” “hereby”, “hereof”, ” and “hereunderherein” and other words of similar import meaning when used in this Agreement refer to this Note as a whole Agreement in its entirety and not to any particular sectionArticle, paragraph Section or other subdivision of this Note.provision hereof; (bi) The parties have participated jointly unless the context otherwise requires, the term “party” when used in this Agreement means a party to this Agreement; (j) except when used together with the negotiation and drafting word “either” or otherwise for the purpose of this Note and identifying mutually exclusive alternatives, the other agreements, documents and instruments executed and delivered in connection herewith with counsel sophisticated in investment transactions. In term “or” has the event an ambiguity or question of intent or interpretation arises, this Note and the agreements, documents and instruments executed and delivered in connection herewith will be construed as if drafted jointly inclusive meaning represented by the parties and no presumption phrase “and/or”; and (k) all references in this Agreement to “dollars” or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Note and the agreements, documents and instruments executed and delivered in connection herewith. Without prejudice to any party’s rights and remedies for breach of a provision hereunder, this Note will not be interpreted or construed to require any Person to take any action, or fail to take any action, that would violate any applicable law. All Exhibits hereto will be deemed part of this Note and included in any reference to this Note“$” mean United States dollars.

Certain Interpretive Matters. (a) When a reference is made in In this Note to Sections or ExhibitsAgreement, such reference will be to a Section of or Exhibit to this Note unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Note, they will be deemed to be followed by the words “without limitation.” Unless the context otherwise requires: (a) the singular number includes the plural number and vice versa; (b) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement; (c) reference to any gender includes each other gender; (d) reference to any (i) “or” is disjunctive but not necessarily exclusiveagreement (including this Agreement, the Retail Contracts and the Other Contracts), document or instrument means such agreement, document or instrument as amended, extended, renewed or otherwise modified (including any waiver or consent) and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof, and (ii) words Applicable Law means such Applicable Law as amended, modified, codified, reenacted or replaced and in the singular include the plural and vice versa, effect from time to time; (iiie) the use in this Note of a pronoun in reference to a party hereto includes the masculineany Article, feminine Section, Schedule or neuterExhibit means such Article, as the context may requireSection, (iv) the use in Schedule or Exhibit of or to this Note of “day” will mean a calendar day unless indicated otherwise, (v) all references to $ or dollar amounts will be to lawful currency of the United StatesAgreement, and references in any Article, Section, Schedule, Exhibit or definition to any clause means such clause of such Article, Section, Schedule, Exhibit or definition; (vif) the words “this Agreement,” “herein”, ,” “hereby”, ,” “hereunder,” “hereof”, and ,” “hereunderhereto” and other words of similar import refer are references to this Note Agreement as a whole and not to any particular section, paragraph Section or other subdivision of this Note.provision hereof or thereof, unless expressly so limited; (bg) The parties have participated jointly in no consideration shall be given to the negotiation and drafting of this Note and the other agreements, documents and instruments executed and delivered in connection herewith with counsel sophisticated in investment transactions. In the event an ambiguity or question of intent or interpretation arises, this Note and the agreements, documents and instruments executed and delivered in connection herewith will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party by virtue captions of the authorship of any articles, sections, subsections, or clauses, which are inserted for convenience in locating the provisions of this Note Agreement and not as an aid in its construction; (h) the agreementsword “including” and its derivatives means “including, documents but is not limited to,” and instruments executed corresponding derivative expressions; (i) a defined term has its defined meaning throughout this Agreement, and delivered in connection herewith. Without prejudice each Exhibit and Schedule to any party’s rights this Agreement, regardless of whether it appears before or after the place where it is defined; and (j) each Exhibit and remedies for breach of Schedule to this Agreement is a provision hereunder, this Note will not be interpreted or construed to require any Person to take any action, or fail to take any action, that would violate any applicable law. All Exhibits hereto will be deemed part of this Note Agreement, but if there is any conflict or inconsistency between the main body of this Agreement and included in any reference to Exhibit or Schedule, the provisions of the main body of this NoteAgreement shall prevail.