Common use of Certain Rules of Interpretation Clause in Contracts

Certain Rules of Interpretation. In this Agreement and the schedules: (a) Time - time is of the essence in the performance of the Parties' respective obligations; (b) Currency - unless otherwise specified, all references to money amounts are to lawful currency of the United States of America; (c) Headings - descriptive headings of Articles and Sections are inserted solely for convenience of reference and are not intended as complete or accurate descriptions of the content of such Articles or Sections; (d) Singular, etc. - use of words in the singular or plural, or with a particular gender, shall not limit the scope or exclude the application of any provision of this Agreement to such person or persons or circumstances as the context otherwise permits; (e) Consent - whenever a provision of this Agreement requires an approval or consent by a Party to this Agreement and notification of such approval or consent is not delivered within the applicable time limited, then, unless otherwise specified, the Party whose consent or approval is required shall be conclusively deemed to have withheld its approval or consent; (f) Calculation of Time - unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next Business Day following if the last day of the period is not a Business Day; (g) Business Day - whenever any payment is to be made or action to be taken under this Agreement is required to be made or taken on a day other than a Business Day, such payment shall be made or action taken on the next Business Day following such day; and (h) Inclusion - where the words "including" or "includes" appear in this Agreement, they mean "including (or includes) without limitation".

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

Certain Rules of Interpretation. In this Agreement and the schedulesSchedules: (a) Time TIME - time is of the essence in the performance of the Parties' respective obligations; (b) Currency CURRENCY - unless otherwise specified, all references to money amounts are to lawful currency of the United States of AmericaCanadian currency; (c) Headings HEADINGS - descriptive headings of Articles and Sections sections are inserted solely for convenience of reference and are not intended as complete or accurate descriptions of the content of such those Articles or Sectionssections; (d) SingularSINGULAR, etcETC. - use of words in the singular or plural, or with a particular gender, shall will not limit the scope or exclude the application of any provision of this Agreement to such person that Person or persons those Persons or circumstances as the context otherwise permits; (e) Consent CONSENT - whenever a provision of this Agreement requires an approval or consent by a Party to this Agreement and notification of such that approval or consent is not delivered within the applicable time limitedlimit, then, unless otherwise specified, the Party whose consent or approval is required shall will be conclusively deemed to have withheld its approval or consent; (f) Calculation of Time CALCULATION OF TIME - unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall will be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next Business Day following if the last day of the period is not a Business Day; (g) Business Day BUSINESS DAY - whenever any payment is to be made or action to be taken under this Agreement is required to be made or taken on a day other than a Business Day, such that payment shall will be made or action taken on the next Business Day following such that day; and (h) Inclusion INCLUSION - where the words "including" or "includes" appear in this Agreement, they mean "including (or includes) without limitation".

Certain Rules of Interpretation. In For the purposes of this Agreement and the schedulesPlan: (a) Time - time is of the essence Unless otherwise expressly provided herein, any reference in the performance of the Parties' respective obligationsthis Plan to an instrument, agreement or an Order or an existing document or exhibit filed or to be filed means such instrument, agreement, Order, document or exhibit as it may have been or may be amended, modified, restated or supplemented in accordance with its terms; (b) Currency - unless otherwise specified, all references to money amounts are to lawful currency The division of the United States of America; (c) Headings - descriptive headings of Articles this Plan into articles and Sections are inserted solely sections is for convenience of reference only and does not affect the construction or interpretation of this Plan, nor are not the descriptive headings of articles and sections intended as complete or accurate descriptions of the content of such Articles or Sectionsthereof; (dc) Singular, etc. - The use of words in the singular or plural, or with a particular gender, including a definition, shall not limit the scope or exclude the application of any provision of this Agreement Plan to such person Person (or persons Persons) or circumstances as the context otherwise permits; (ed) Consent - whenever a provision The words "includes" and "including" and similar terms of this Agreement requires an approval inclusion shall not, unless expressly modified by the words "only" or consent by a Party to this Agreement and notification "solely", be construed as terms of such approval or consent limitation, but rather shall mean "includes but is not delivered within the applicable time limitedlimited to" and "including but not limited to", then, unless otherwise specified, the Party whose consent or approval is required so that references to included matters shall be conclusively deemed to have withheld its approval regarded as illustrative without being either characterizing or consentexhaustive; (fe) Calculation of Time - unless Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period ends; (f) Unless otherwise provided, any reference to the next Business Day following a statute or other enactment of parliament, a legislature or other Governmental Entity includes all regulations made thereunder, all amendments to or re-enactments of such statute or regulations in force from time to time, and, if the last day of the period is not a Business Dayapplicable, any statute or regulation that supplements or supersedes such statute or regulation; (g) Business Day - whenever any payment References to a specific Recital, Article or Section shall, unless something in the subject matter or context is inconsistent therewith, be construed as references to be made that specific Recital, Article or action to be taken under Section of this Agreement is required to be made or taken on a day other than a Business DayPlan, such payment whereas the terms "this Plan", "hereof", "herein", "hereto", "hereunder" and similar expressions shall be made deemed to refer generally to this Plan and not to any particular Recital, Article, Section or action taken on the next Business Day following such dayother portion of this Plan and include any documents supplemental hereto; and (h) Inclusion - where the words The word "includingor" or "includes" appear in this Agreement, they mean "including (or includes) without limitation"is not exclusive.

Certain Rules of Interpretation. In this Agreement and (including the schedules:Schedules): (a) Time - all references to a time is of the essence are references to local time in the performance of the Parties' respective obligations;Calgary, Alberta, (b) Currency - unless except as otherwise specifiedexpressly provided herein, all references to money amounts are to lawful currency of the United States of America;Dollars, (c) Headings - references to an Article, Section or Schedule mean and refer to the specified Article, Section or Schedule of or to this Agreement, (d) descriptive headings or titles of Articles Articles, Sections and Sections are Schedules have been inserted solely for convenience of reference and are not intended as complete or accurate descriptions of the content of such Articles those Articles, Sections or Sections;Schedules, and shall not be used in interpreting those Articles, Sections or Schedules, (de) Singular, etc. - use of words in the singular or pluralplural shall include the other, or with a particular gender shall include any other gender, and shall not limit the scope or exclude the application of any provision of this Agreement to such person any Person or persons Persons or circumstances as the context otherwise permits; (ef) Consent - whenever a provision of this Agreement requires an approval or consent by a Party to this Agreement and notification of such Agreement: (i) unless otherwise provided herein, that approval or consent may not be unreasonably withheld, conditioned or delayed, and (ii) if notification of that approval or consent (or the refusal of that approval or consent) is not delivered within the applicable time limitedlimit, then, unless otherwise specifiedexpressly specified herein, the Party whose consent or approval is required shall be conclusively deemed not to have withheld provided its approval or consent;, (fg) Calculation of Time - unless except as otherwise specifiedexpressly provided herein, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends ends, and by extending the period to the next Business Day following following, if the last day of the period is not a Business Day;, (gh) Business Day - except as otherwise expressly provided herein, whenever any payment is to be made or action to be taken under this Agreement is required to be made or taken on a day other than a Business Day, such that payment shall be made or action taken on the next Business Day following such that day; and, (hi) Inclusion - where the words "“including" ” or "“includes" ” appear in this Agreement, they including the Schedules, those words mean "“including (or includes) without limitation"”, (j) any references herein to an agreement, instrument or writing shall be a reference to that agreement, instrument or writing, as amended from time to time prior to the date hereof, (k) any reference herein to a law, statute, regulation or other enactment shall be a reference to that law, statute, regulation or enactment as amended, replaced or superseded from time to time, and (l) all references in this Agreement to the words “herein”, “hereby”, “hereof”, “hereto”, and words of similar meaning refer to this Agreement as a whole and not to any particular Article, Section or Schedule except as otherwise expressly provided herein.

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

Certain Rules of Interpretation. In in this Agreement and the schedules:Schedules: -------------------------------------------------------------------- (a) Time - time is of An accounting term not otherwise defined has the essence meaning assigned to it by, and every accounting matter will be determined in accordance with, generally accepted accounting principles in the performance United States of the Parties' respective obligationsAmerica ; (b) Currency - unless Unless otherwise specified, all references to money monetary amounts are to lawful currency of the United States of Americadollars currency (US$) ; (c) Headings - The descriptive headings of Articles and Sections are inserted solely for convenience of reference and are not intended as complete or accurate descriptions of the content of such Articles or SectionsSections ; (d) Singular, etc. - The use of words in the singular or plural, or with a particular gender, shall not limit the scope or exclude the application of any provision of this Agreement to such person Person or persons Persons or circumstances as the context otherwise permitspermits ; (e) Consent - whenever Whenever a provision of this Agreement requires an approval or consent by a Party to this Agreement and notification of such approval or consent is not delivered within the applicable time limitedlimit, then, unless otherwise specified, the Party whose approval or consent or approval is required shall be conclusively deemed to have withheld its approval or consentconsent ; (f) Calculation of Time - unless Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next Business Day business day following if the last day of the period is not a Business Day;business day in the jurisdiction of the Party to make such payment or do such act ; and (g) Business Day - whenever Whenever any payment is to be made or action to be taken under this Agreement is required to be made or taken on a day other than a Business Daybusiness day, such payment shall be made or action taken on the next Business Day business day following such day; and (h) Inclusion - where day in the words "including" jurisdiction of the Party to make such payment or "includes" appear in this Agreement, they mean "including (or includes) without limitation"do such act.

Certain Rules of Interpretation. In this Agreement and the schedules: (a) Time TIME - time is of the essence in the performance of the Parties' respective obligations; (b) Currency CURRENCY - unless otherwise specified, all references to money amounts are to lawful currency of the United States of America; (c) Headings HEADINGS - descriptive headings of Articles and Sections are inserted solely for convenience of reference and are not intended as complete or accurate descriptions of the content of such Articles or Sections; (d) SingularSINGULAR, etcETC. - use of words in the singular or plural, or with a particular gender, shall not limit the scope or exclude the application of any provision of this Agreement to such person or persons or circumstances as the context otherwise permits; (e) Consent CONSENT - whenever a provision of this Agreement requires an approval or consent by a Party to this Agreement and notification of such approval or consent is not delivered within the applicable time limited, then, unless otherwise specified, the Party whose consent or approval is required shall be conclusively deemed to have withheld its approval or consent; (f) Calculation of Time CALCULATION OF TIME - unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next Business Day following if the last day of the period is not a Business Day; (g) Business Day BUSINESS DAY - whenever any payment is to be made or action to be taken under this Agreement is required to be made or taken on a day other than a Business Day, such payment shall be made or action taken on the next Business Day following such day; and (h) Inclusion INCLUSION - where the words "including" or "includes" appear in this Agreement, they mean "including (or includes) without limitation".

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

Certain Rules of Interpretation. In For the purposes of this Agreement and the schedulesPlan: (a) Time - time is of the essence Unless otherwise expressly provided herein, any reference in the performance of the Parties' respective obligationsthis Plan to an instrument, agreement or an Order or an existing document or exhibit filed or to be filed means such instrument, agreement, Order, document or exhibit as it may have been or may be amended, modified, or supplemented in accordance with its terms; (b) Currency - unless otherwise specifiedThe division of this Plan into Articles and Sections is for convenience of reference only and does not affect the construction or interpretation of this Plan, all references to money amounts nor are to lawful currency of the United States of America; (c) Headings - descriptive headings of Articles and Sections are inserted solely for convenience of reference and are not intended as complete or accurate descriptions of the content of such Articles or Sectionsthereof; (dc) Singular, etc. - The use of words in the singular or plural, or with a particular gender, including a definition, shall not limit the scope or exclude the application of any provision of this Agreement Plan to such person Person (or persons Persons) or circumstances as the context otherwise permits; (ed) Consent - whenever a provision The words “includes” and “including” and similar terms of this Agreement requires an approval inclusion shall not, unless expressly modified by the words “only” or consent by a Party to this Agreement and notification “solely”, be construed as terms of such approval or consent limitation, but rather shall mean “includes but is not delivered within the applicable time limitedlimited to” and “including but not limited to”, then, unless otherwise specified, the Party whose consent or approval is required so that references to included matters shall be conclusively deemed to have withheld its approval regarded as illustrative without being either characterizing or consentexhaustive; (fe) Calculation of Time - unless Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period ends; (f) Unless otherwise provided, any reference to the next Business Day following a statute or other enactment of parliament, a legislature or other Government Entity includes all regulations made thereunder, all amendments to or re- enactments of such statute or regulations in force from time to time, and, if the last day of the period is not a Business Dayapplicable, any statute or regulation that supplements or supersedes such statute or regulation; (g) Business Day - whenever any payment References to a specific Recital, Article or Section shall, unless something in the subject matter or context is inconsistent therewith, be construed as references to be made that specific Recital, Article or action to be taken under Section of this Agreement is required to be made or taken on a day other than a Business DayPlan, such payment whereas the terms “this Plan”, “hereof”, “herein”, “hereto”, “hereunder” and similar expressions shall be made deemed to refer generally to this Plan and not to any particular Recital, Article, Section or action taken on the next Business Day following such dayother portion of this Plan and include any documents supplemental hereto; and (h) Inclusion - where the words "including" or "includes" appear in this Agreement, they mean "including (or includes) without limitation"The word “or” is not exclusive.

Certain Rules of Interpretation. In this Agreement and the schedules:‌ (a) Time - time is References in this Agreement to any “Article”, “Section”, “paragraph”, “clause”, “Schedule” or “definition” are to articles, sections, paragraphs and clauses of, schedules attached to, and definitions set out in, this Agreement, respectively, unless the context requires otherwise. The words “hereto”, “herein”, “hereby”, “hereunder”, “hereof” and similar expressions when used in this Agreement refer to the whole of the essence in the performance of the Parties' respective obligations;this Agreement and not to any particular Article, Section, paragraph, clause, Schedule, definition or other portion hereof. (b) Currency - unless otherwise specifiedHeadings of Articles and Sections of, all references to money amounts and Schedules to, this Agreement are to lawful currency inserted for convenience of reference only and shall not affect the United States construction or interpretation of America;this Agreement. (c) Headings - descriptive headings of Articles Any reference in this Agreement to a statute refers to such statute and Sections are inserted solely for convenience of all regulations or rules promulgated thereunder from time to time, and any reference and are not intended to a statute, regulation or rule or any provision contained therein shall be a reference to such statute, regulation, rule or provision as complete it may be amended, restated, re-enacted or accurate descriptions of the content of such Articles or Sections;replaced from time to time. (d) Singular, etc. - use of words Any reference in the singular or plural, or with a particular gender, shall not limit the scope or exclude the application of any provision of this Agreement to an agreement (i) means such person agreement as it may be amended, restated, supplemented or persons modified from time to time, but only to the extent that any such amendment, restatement, supplement or circumstances as modification is not prohibited by the context otherwise permits;terms of this Agreement, and (ii) includes all schedules, exhibits and appendices attached thereto. (e) Consent - whenever a provision The Parties hereby agree that any rule of construction to the effect that any ambiguity is to be resolved against the drafting Party shall not be applicable in the interpretation of this Agreement requires Agreement. (f) Unless the context otherwise requires, in this Agreement, words importing the singular include the plural and vice versa and words importing gender include all genders. (g) Where the word “including”, “include” or “includes” is used in this Agreement, it means “including without limitation”, “include without limitation” or “includes without limitation”, respectively. (h) Reference to an approval “ounce” or consent by “oz” means a xxxx ounce (being equal to 31.1034768 grams). (i) Where a Party to covenants in this Agreement and notification of or any other Transaction Document to (i) ensure an action is performed or an event or circumstance occurs or exists, or (ii) cause a person to perform (or not perform) an action or to ensure an event or circumstance occurs or exists (or does not occur or exist), such approval obligation shall not be reduced or consent limited in any manner even if such Party cannot control such action, event or circumstance, or does not control a person who is not delivered within the applicable time limitedable to control such action, thenevent or circumstance. (j) In this Agreement, unless otherwise specified, the Party whose consent or approval is required a period of days shall be conclusively deemed to have withheld its approval or consent; (f) Calculation of Time - unless otherwise specified, time periods within or following begin on the first day after the event which any payment is to be made or act is to be done shall be calculated by excluding the day on which began the period commences and including to end at 5:00 p.m. (Toronto time) on the last day on which of the period ends and by extending the period to the next Business Day following period, provided that if the last day of the period is does not a Business Day; (g) Business Day - whenever any payment is to be made or action to be taken under this Agreement is required to be made or taken fall on a day other than a Business Day, such payment period shall be made or action taken end at 5:00 p.m. (Toronto time) on the next Business Day following such day; and (h) Inclusion - where the words "including" or "includes" appear in this Agreement, they mean "including (or includes) without limitation"Day.

Certain Rules of Interpretation. In this Agreement and the schedules: (a) Time - time is The Parties have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof or construction shall arise favoring or disfavoring any Party by virtue of the essence in the performance authorship of the Parties' respective obligations;any provisions of this Agreement. (b) Currency - Words denoting the singular shall include the plural and vice versa. Words denoting one gender shall include another gender, unless the context or construction otherwise specified, all references to money amounts are to lawful currency of the United States of America;requires. (c) Headings - descriptive Titles and headings of Articles and Sections in this Agreement are inserted solely for convenience ease of reference only and are do not intended as complete or accurate descriptions affect the construction of the content respective provisions of such Articles or Sections;this Agreement. (d) SingularWhenever the words “include”, etc. - use of “includes” or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation.” Also, the words “hereof”, “herein” and other similar expressions used in the singular or plural, or with a particular gender, shall not limit the scope or exclude the application of any provision of this Agreement refer to such person or persons or circumstances this Agreement as the context otherwise permits;a whole and not to any particular part of it. (e) Consent - whenever The obligation of a provision of this Agreement requires Party to use its efforts, whether best or reasonable, to accomplish an approval objective shall be construed as an “obbligazione di mezzi” and not as an absolute obligation to ensure that such objective is actually achieved (i.e., as an “obbligazione di risultato”). (f) The words “shall cause” or consent “shall procure that” (or any similar expression) and, in general, any reference to actions to be taken (or not taken) by a Person which is not a Party to this Agreement and notification of such approval or consent is not delivered within the applicable time limited, then, unless otherwise specified, the Party whose consent or approval is required shall be conclusively deemed to have withheld its approval or consent;construed as a “promessa dell’obbligazione o del fatto del terzo” in accordance with article 1381 of the Code. (fg) Calculation Any reference in this Agreement to a “day” or number of Time - unless otherwise specified“days” (without the explicit qualification of Business Day(s)) shall be interpreted as a reference to a calendar day or number of calendar days. When calculating the period of days before which, time periods within which or following which any payment is to be made or act is to be done done, or step taken, under this Agreement, the day that is the reference date in calculating such period shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next Business Day following if excluded. If the last day of the such period is not a Business Day; (g) Business Day - whenever any payment is to be made or action to be taken under this Agreement is required to be made or taken on a day other than a Business Day, such payment the relevant period shall be made or action taken end on the next succeeding Business Day following such day; andDay. Unless otherwise expressly indicated, any period of time expressed in months shall be calculated under article 2963, paragraphs 4 and 5 (Computo dei termini di prescrizione) of the Code. (h) Inclusion - where the words "including" or "includes" appear Where in this AgreementAgreement an Italian term is given in italics or in italics and in brackets after an English term and there is any inconsistency between the Italian and the English terms, they mean "including (or includes) without limitation"the meaning of the Italian term shall prevail.

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

Certain Rules of Interpretation. In this Agreement Plan of Arrangement, unless otherwise specified: The words "hereof," "herein" and "hereunder" and words of like import used in this Plan of Arrangement will refer to this Plan of Arrangement as a whole and not to any particular provision of this Plan of Arrangement. The captions herein are included for convenience of reference only and will be ignored in the construction or interpretation hereof. References to "Articles" and "Sections" are to Articles and Sections of this Plan of Arrangement unless otherwise specified. Any singular term in this Plan of Arrangement will be deemed to include the plural, and any plural term the singular. Whenever the words "include," "includes" or "including" are used in this Plan of Arrangement, they will be deemed to be followed by the words "without limitation," whether or not they are in fact followed by those words or words of like import. "Writing," "written" and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. The word "or" will not be deemed to be exclusive. The word "extent" and the schedules: (a) Time - phrase "to the extent" when used in this Plan of Arrangement will mean the degree to which a subject or other thing extends, and such word or phrase will not simply "if." References to any statute, law or other Applicable Law will be deemed to refer to such statute, law or other Applicable Law as amended from time is to time and, if applicable, to any rules, regulations or interpretations promulgated thereunder. References to any Person include the successors and permitted assigns of the essence in the performance of the Parties' respective obligations; (b) Currency - that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Except as otherwise expressly set forth herein, all amounts required to be paid hereunder will be paid in United States currency in the manner and at the times set forth herein. Unless otherwise specifically indicated, all references to "dollars" and "$" will be deemed references to the lawful money amounts are to lawful currency of the United States of America; (c) Headings - descriptive headings of Articles and Sections are inserted solely for convenience of reference and are not intended as complete . References to "law," "laws" or accurate descriptions of the content of such Articles or Sections; (d) Singular, etc. - use of words in the singular or plural, or with to a particular gender, shall not limit the scope statute or exclude the application of any provision of this Agreement to such person or persons or circumstances as the context otherwise permits; (e) Consent - whenever a provision of this Agreement requires an approval or consent by a Party to this Agreement and notification of such approval or consent is not delivered within the applicable time limited, then, unless otherwise specified, the Party whose consent or approval is required shall law will be conclusively deemed to have withheld its approval or consent; (f) Calculation of Time - unless otherwise specifiedalso include any Applicable Law. References to time are to local time in New York, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next Business Day following if the last day of the period is not a Business Day; (g) Business Day - whenever any payment is to be made or action to be taken under this Agreement is required to be made or taken on a day other than a Business Day, such payment shall be made or action taken on the next Business Day following such day; and (h) Inclusion - where the words "including" or "includes" appear in this Agreement, they mean "including (or includes) without limitation"New York.

Certain Rules of Interpretation. In this Agreement Plan of Arrangement, unless otherwise specified: The words “hereof,” “herein” and “hereunder” and words of like import used in this Plan of Arrangement will refer to this Plan of Arrangement as a whole and not to any particular provision of this Plan of Arrangement. The captions herein are included for convenience of reference only and will be ignored in the construction or interpretation hereof. References to “Articles” and “Sections” are to Articles and Sections of this Plan of Arrangement unless otherwise specified. Any singular term in this Plan of Arrangement will be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including” are used in this Plan of Arrangement, they will be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. The word “or” will not be deemed to be exclusive. The word “extent” and the schedules: (a) Time - phrase “to the extent” when used in this Plan of Arrangement will mean the degree to which a subject or other thing extends, and such word or phrase will not simply “if.” References to any statute, law or other Applicable Law will be deemed to refer to such statute, law or other Applicable Law as amended from time is to time and, if applicable, to any rules, regulations or interpretations promulgated thereunder. References to any Person include the successors and permitted assigns of the essence in the performance of the Parties' respective obligations; (b) Currency - that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Except as otherwise expressly set forth herein, all amounts required to be paid hereunder will be paid in United States currency in the manner and at the times set forth herein. Unless otherwise specifically indicated, all references to “dollars” and “$” will be deemed references to the lawful money amounts are to lawful currency of the United States of America; (c) Headings - descriptive headings of Articles and Sections are inserted solely for convenience of reference and are not intended as complete . References to “law,” “laws” or accurate descriptions of the content of such Articles or Sections; (d) Singular, etc. - use of words in the singular or plural, or with to a particular gender, shall not limit the scope statute or exclude the application of any provision of this Agreement to such person or persons or circumstances as the context otherwise permits; (e) Consent - whenever a provision of this Agreement requires an approval or consent by a Party to this Agreement and notification of such approval or consent is not delivered within the applicable time limited, then, unless otherwise specified, the Party whose consent or approval is required shall law will be conclusively deemed to have withheld its approval or consent; (f) Calculation of Time - unless otherwise specifiedalso include any Applicable Law. References to time are to local time in New York, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next Business Day following if the last day of the period is not a Business Day; (g) Business Day - whenever any payment is to be made or action to be taken under this Agreement is required to be made or taken on a day other than a Business Day, such payment shall be made or action taken on the next Business Day following such day; and (h) Inclusion - where the words "including" or "includes" appear in this Agreement, they mean "including (or includes) without limitation"New York.