Common use of Construction and Governing Law Clause in Contracts

Construction and Governing Law. (a) This Agreement and the Certificate (each of which is incorporated into this Agreement by reference) contain the entire understanding among the parties hereto with respect to the subject matter hereof and thereof, and supersede all prior and contemporaneous agreements, understandings, arrangements, inducements or conditions, express or implied, oral or written, between or among any of the parties hereto with respect to the subject matter hereof and thereof. (b) All provisions of this Agreement and the Certificate and all questions relating to (i) the validity, interpretation, application or enforcement of such provisions (including provisions that limit or restrict duties, including fiduciary duties, responsibilities, liabilities, obligations or actions), (ii) the duties, responsibilities, liabilities or obligations of the Board of Managers and/or the Company to any one or more Members under this Agreement or the Act, (iii) the duties, responsibilities, liabilities or obligations of any one or more Members to the Board of Managers and/or the Company under this Agreement or the Act, (iv) the duties, responsibilities, liabilities or obligations of any one or more Members to any one or more other Members under this Agreement or the Act, (y) the rights, powers or authority of, or limitations or restrictions on, the Board of Managers and/or the Company under this Agreement or the Act and/or (vi) the rights, powers, authority, privileges or preferences of, or limitations or restrictions on, any one or more Members under this Agreement or the Act, shall be governed by and construed and administered in accordance with the internal substantive laws of the State of Delaware without regard to principles of conflict of laws (to the extent not preempted by the Securities Laws). (c) In case any one or more of the provisions contained herein shall, for any reason, be found or held invalid, illegal or unenforceable in any respect in any jurisdiction, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions of this Agreement in that or any other jurisdiction, unless such a construction would be unreasonable. (d) In applying the provisions of Sections 13.1(a)-(c): (i) it is understood and agreed that this Agreement is executed and delivered by the Members pursuant to the Act, and that the parties intend that the provisions hereof be given full force and effect pursuant to the principles set forth in Sections 18-1101 (a), (b) and (c) of the Act. Accordingly, to the extent this Agreement modifies or nullifies any provision of the Act that would apply in the absence of such modification or nullification, as permitted by the Act (any such provision of the Act that would apply in the absence of such modification or nullification being referred to herein as a “default” provision), such modification or nullification shall apply in preference to such “default” provision; (ii) to the extent there is a direct conflict between the provisions of this Agreement and any provision of the Act that may not lawfully be modified or nullified by agreement among the parties, such provision of the Act shall control; and (iii) if the Board of Managers shall determine, with the advice of counsel, that any provision of this Agreement is in conflict with (A) the Securities Laws or (B) other applicable laws, rules, regulations or orders, whether generally or in a particular application, the conflicting provision or such particular application thereof, as the case may be, shall not be deemed to constitute a part of this Agreement for so long as such conflict exists (provided, however, that such determination shall not affect any of the remaining provisions of this Agreement or any lawful application of any provision, or render invalid or improper any action taken or omitted prior to such determination). (e) In construing the meaning or application of the Securities Laws, the Board of Managers may consider the effect of any applicable order or interpretive release issued by the Securities and Exchange Commission (“SEC”), or any applicable “no action” or interpretive position issued by the staff of the SEC that modifies or interprets the Securities Laws. (f) If any provision of this Agreement appears to the Board of Managers to be ambiguous, or inconsistent with any other provision hereof, the Board of Managers may construe such provision in such manner as it reasonably may determine in good faith, and such construction shall be conclusive and binding as to the meaning to be given to such provision. (g) In each case where this Agreement contemplates that (i) a particular thing may not be done or a particular action may not be taken without the approval, agreement, vote or consent of one or more Persons, (ii) a Person may make a particular designation or determination, or (iii) a Person may otherwise do or refrain from doing a particular thing or take or refrain from taking a particular action, such Person or Persons shall be free to give or withhold any such approval, agreement, vote or consent, to make any such designation or determination, to do or refrain from doing any such thing, or to take or refrain from taking any such action, in his, her it’s or their sole discretion, except where this Agreement expressly requires otherwise or as otherwise required by law. Without limiting the generality of the foregoing, in any case herein where it is provided that the Board of Managers shall or may take a particular action, do a particular thing or make a particular determination, and such case does not expressly provide for approval of such action, thing or determination by any Member or other Person, the Board of Managers shall possess full right, power and authority to take such action, to do such thing or to make such determination without obtaining any prior or subsequent authorization or approval of any Member or any other Person (and the Board of Managers may take such action, do such thing or make such determination in its sole discretion on such terms and in such manner as it may deem appropriate, unless the context requires otherwise), unless otherwise required by this Agreement or by law. (h) Each reference in this Agreement to a particular statute or regulation, or provision thereof, shall be deemed to refer to such statute or regulation, or provision thereof, as amended from time to time and in effect at the relevant time, or to any superseding statute or regulation, or provision thereof, as amended from time to time and in effect at the relevant time, as well as to applicable regulations then in effect thereunder. (i) Except as otherwise specified in this Agreement, in computing the number of days for purposes of this Agreement, all days shall be counted, including Saturdays, Sundays and holidays; provided, however, that if the final day of any time period falls on a Saturday, Sunday or holiday on which national banks are or may elect to be closed, then the final day shall be deemed to be the next day which is not a Saturday, Sunday or such holiday. (j) Except as otherwise stated in this Agreement, references in this Agreement to Articles and Sections are to Articles and Sections of this Agreement. (k) The headings to Articles and Sections are for convenience of reference only and shall not form part of or affect the meaning or interpretation of this Agreement. (l) Where appropriate, each definition and pronoun in this Agreement includes the singular and the plural, and reference to the neuter gender includes the masculine and feminine, and vice versa. (m) As used in this Agreement, the word “including” shall mean “including without limitation,” the word “or” is not exclusive and the words “here from,” “herein,” “hereof,”

Construction and Governing Law. (a) This Agreement and the Certificate (each of which is incorporated into this Agreement by reference) contain the entire understanding among the parties hereto with respect to the subject matter hereof and thereof, and supersede all prior and contemporaneous agreements, understandings, arrangements, inducements inducements, or conditions, express or implied, oral or written, between or among any of the parties hereto with respect to the subject matter hereof and thereof. (b) All provisions of this Agreement and the Certificate Certificate, and all questions relating to (i) the validity, interpretation, application application, or enforcement of such provisions (including provisions that limit or restrict duties, including fiduciary duties, responsibilities, liabilities, obligations or actions), (ii) the duties, responsibilities, liabilities liabilities, or obligations of the Board of Managers General Partner and/or the Company Partnership to any one or more Members Partners under this Agreement or the Delaware Act, (iii) the duties, responsibilities, liabilities liabilities, or obligations of any one or more Members Partners to the Board of Managers General Partner and/or the Company Partnership under this Agreement or the Delaware Act, (iv) the duties, responsibilities, liabilities liabilities, or obligations of any one or more Members Limited Partners to any one or more other Members Limited Partners under this Agreement or the Delaware Act, (yv) the rights, powers powers, or authority of, or limitations or restrictions on, the Board of Managers General Partner and/or the Company Partnership under this Agreement or the Act Delaware Act, and/or (vi) the rights, powers, authority, privileges privileges, or preferences of, or limitations or restrictions on, any one or more Members Partners under this Agreement or the Delaware Act, shall be governed by and construed and administered in accordance with the internal substantive laws of the State of Delaware without regard to principles of conflict of laws (to the extent not preempted by the Securities LawsERISA or other applicable laws). (c) In case any one or more of the provisions contained herein shall, for any reason, be found or held invalid, illegal illegal, or unenforceable in any respect in any jurisdiction, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality illegality, or unenforceability without invalidating the remainder of such invalid, illegal illegal, or unenforceable provision or provisions or any other provisions of this Agreement in that or any other jurisdiction, unless such a construction would be unreasonable. (d) In applying the provisions of Sections 13.1(a)-(c16.1 (a)-(c): (i) it is understood and agreed that this Agreement is executed and delivered by the Members General Partner pursuant to the Delaware Act, and that the parties intend that the provisions hereof be given full force and effect pursuant to the principles set forth in Sections 1817-1101 (ab), (b) c), and (cd) of the Delaware Act. Accordingly, to the extent this Agreement modifies or nullifies any provision of the Delaware Act that would apply in the absence of such modification or nullification, as permitted by the Delaware Act (any such provision of the Delaware Act that would apply in the absence of such modification or nullification being referred to herein as a “default” provision), such modification or nullification shall apply in preference to such “default” provision); (ii) to the extent there is a direct conflict between the provisions of this Agreement and any provision of the Delaware Act that may not lawfully be modified or nullified by agreement among the parties, such provision of the Delaware Act shall control; and (iii) if the Board of Managers General Partner shall determine, with the advice of counsel, that any provision of this Agreement is in conflict with (A) the Securities Laws or (B) other applicable laws, rules, regulations regulations, or orders, whether generally or in a particular application, the conflicting provision or such particular application thereof, as the case may be, shall not be deemed to constitute a part of this Agreement for so long as such conflict exists (provided, however, that such determination shall not affect any of the remaining provisions of this Agreement or any lawful application of any provision, or render invalid or improper any action taken or omitted prior to such determination). (e) In construing the meaning or application of the Securities Laws, the Board of Managers General Partner may consider the effect of any applicable order or interpretive interpretative release issued by the Securities and Exchange Commission (“SEC”), or any applicable “no action” or interpretive interpretative position issued by the staff of the SEC SEC, that modifies or interprets the Securities Lawssuch securities laws. (f) If any provision of this Agreement appears to the Board of Managers General Partner to be ambiguous, ambiguous or inconsistent with any other provision hereof, the Board of Managers General Partner may construe such provision in such manner as it reasonably may determine in good faith, and such construction shall be conclusive and binding as to the meaning to be given to such provision. (g) In each case where this Agreement contemplates that (i) a particular thing may not be done or a particular action may not be taken without the approval, agreement, vote vote, or consent of one or more Persons, (ii) a Person may make a particular designation or determination, or (iii) a Person may otherwise do or refrain from doing a particular thing or take or refrain from taking a particular action, such Person or Persons shall be free to give or withhold any such approval, agreement, vote vote, or consent, to make any such designation or determination, to do or refrain from doing any such thing, or to take or refrain from taking any such action, in his, her it’s its or their sole and absolute discretion, except where this Agreement expressly requires otherwise or as otherwise required by law. Without limiting the generality of the foregoing, in any case herein where it is provided that the Board of Managers General Partner shall or may take a particular action, do a particular thing or make a particular determination, and such case does not expressly provide for Limited Partner authorization or approval of such action, thing thing, or determination by any Member or other Persondetermination, the Board of Managers General Partner shall possess full right, power and authority to take such action, to do such thing or to make such determination without obtaining any prior or subsequent authorization or approval of any Member or any other Person Limited Partner (and the Board of Managers General Partner may take such action, do such thing thing, or make such determination in its sole discretion on such terms and in such manner as it may deem appropriate, unless the context requires otherwise), unless otherwise required by this Agreement or by law. (h) Each reference in this Agreement to a particular statute or regulation, or provision thereof, shall be deemed to refer to such statute or regulation, or provision thereof, as amended from time to time and in effect at the relevant time, or to any superseding statute or regulation, or provision thereof, as amended is from time to time and in effect at the relevant timeeffect, as well as to applicable regulations then in effect thereunder. (i) Except References to agreements or documents are to be construed to include all such agreements and documents as otherwise specified in this Agreementamended, in modified or supplemented from time to time pursuant to the terms thereof. (j) In computing the number of days for purposes of this Agreement, all days shall be counted, including Saturdays, Sundays Sundays, and holidays; provided, however, that if the final day of any time period falls on a Saturday, Sunday Sunday, or holiday on which national banks are or may elect to be closedclosed in the United States, then the final day shall be deemed to be the next day which is not a Saturday, Sunday Sunday, or such holiday. (jk) Except as otherwise stated in this Agreement, references in this Agreement to Articles and Sections are to Articles and Sections of this Agreement. (kl) The headings to Articles and Sections are for convenience of reference only and shall not form part of or affect the meaning or interpretation of this Agreement. (lm) Where appropriateAs used herein, each definition and pronoun in this Agreement reference to the plural includes the singular and the plural, and reference to the neuter gender singular includes the masculine and femininesingular, and vice versaas applicable. (mn) As used in this Agreement, the word “including” shall mean “including without limitation,” the word “or” is not exclusive and the words “here fromherefrom,” “herein,” “hereof,”” “hereto,” and “hereunder” refer to this Agreement as a whole. (o) The express provisions hereof control and supersede any course of performance or usage of the trade inconsistent with any of the provisions hereof.

Construction and Governing Law. (a) This Agreement and the Certificate (each of which is incorporated into this Agreement by reference) contain the entire understanding among the parties hereto with respect to the subject matter hereof and thereof, and supersede all prior and contemporaneous agreements, understandings, arrangements, inducements inducements, or conditions, express or implied, oral or written, between or among any of the parties hereto with respect to the subject matter hereof and thereof. (b) All provisions of this Agreement and the Certificate Certificate, and all questions relating to (i) the validity, interpretation, application application, or enforcement of such provisions (including provisions that limit or restrict duties, including fiduciary duties, responsibilities, liabilities, obligations or actions), (ii) the duties, responsibilities, liabilities liabilities, or obligations of the Board of Managers General Partner and/or the Company Partnership to any one or more Members Partners under this Agreement or the Delaware Act, (iii) the duties, responsibilities, liabilities liabilities, or obligations of any one or more Members Partners to the Board of Managers General Partner and/or the Company Partnership under this Agreement or the Delaware Act, (iv) the duties, responsibilities, liabilities liabilities, or obligations of any one or more Members Limited Partners to any one or more other Members Limited Partners under this Agreement or the Delaware Act, (yv) the rights, powers powers, or authority of, or limitations or restrictions on, the Board of Managers General Partner and/or the Company Partnership under this Agreement or the Act Delaware Act, and/or (vi) the rights, powers, authority, privileges privileges, or preferences of, or limitations or restrictions on, any one or more Members Partners under this Agreement or the Delaware Act, shall be governed by and construed and administered in accordance with the internal substantive laws of the State of Delaware without regard to principles of conflict of laws (to the extent not preempted by the Securities LawsERISA or other applicable laws). (c) In case any one or more of the provisions contained herein shall, for any reason, be found or held invalid, illegal illegal, or unenforceable in any respect in any jurisdiction, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality illegality, or unenforceability without invalidating the remainder of such invalid, illegal illegal, or unenforceable provision or provisions or any other provisions of this Agreement in that or any other jurisdiction, unless such a construction would be unreasonable. (d) In applying the provisions of Sections 13.1(a)-(c16.1(a)-(c): (i) it is understood and agreed that this Agreement is executed and delivered by the Members General Partner pursuant to the Delaware Act, and that the parties intend that the provisions hereof be given full force and effect pursuant to the principles set forth in Sections 1817-1101 (a1101(b), (b) c), and (cd) of the Delaware Act. Accordingly, to the extent this Agreement modifies or nullifies any provision of the Delaware Act that would apply in the absence of such modification or nullification, as permitted by the Delaware Act (any such provision of the Delaware Act that would apply in the absence of such modification or nullification being referred to herein as a “default” provision), such modification or nullification shall apply in preference to such “default” provision); (ii) to the extent there is a direct conflict between the provisions of this Agreement and any provision of the Delaware Act that may not lawfully be modified or nullified by agreement among the parties, such provision of the Delaware Act shall control; and (iii) if the Board of Managers General Partner shall determine, with the advice of counsel, that any provision of this Agreement is in conflict with (A) the Securities Laws or (B) other applicable laws, rules, regulations regulations, or orders, whether generally or in a particular application, the conflicting provision or such particular application thereof, as the case may be, shall not be deemed to constitute a part of this Agreement for so long as such conflict exists (provided, however, that such determination shall not affect any of the remaining provisions of this Agreement or any lawful application of any provision, or render invalid or improper any action taken or omitted prior to such determination). (e) In construing the meaning or application of the Securities Laws, the Board of Managers General Partner may consider the effect of any applicable order or interpretive interpretative release issued by the Securities and Exchange Commission (“SEC”), or any applicable “no action” or interpretive interpretative position issued by the staff of the SEC SEC, that modifies or interprets the Securities Lawssuch securities laws. (f) If any provision of this Agreement appears to the Board of Managers General Partner to be ambiguous, ambiguous or inconsistent with any other provision hereof, the Board of Managers General Partner may construe such provision in such manner as it reasonably may determine in good faith, and such construction shall be conclusive and binding as to the meaning to be given to such provision. (g) In each case where this Agreement contemplates that (i) a particular thing may not be done or a particular action may not be taken without the approval, agreement, vote vote, or consent of one or more Persons, (ii) a Person may make a particular designation or determination, or (iii) a Person may otherwise do or refrain from doing a particular thing or take or refrain from taking a particular action, such Person or Persons shall be free to give or withhold any such approval, agreement, vote vote, or consent, to make any such designation or determination, to do or refrain from doing any such thing, or to take or refrain from taking any such action, in his, her it’s its or their sole and absolute discretion, except where this Agreement expressly requires otherwise or as otherwise required by law. Without limiting the generality of the foregoing, in any case herein where it is provided that the Board of Managers General Partner shall or may take a particular action, do a particular thing or make a particular determination, and such case does not expressly provide for Limited Partner authorization or approval of such action, thing thing, or determination by any Member or other Persondetermination, the Board of Managers General Partner shall possess full right, power and authority to take such action, to do such thing or to make such determination without obtaining any prior or subsequent authorization or approval of any Member or any other Person Limited Partner (and the Board of Managers General Partner may take such action, do such thing thing, or make such determination in its sole discretion on such terms and in such manner as it may deem appropriate, unless the context requires otherwise), unless otherwise required by this Agreement or by law. (h) Each reference in this Agreement to a particular statute or regulation, or provision thereof, shall be deemed to refer to such statute or regulation, or provision thereof, as amended from time to time and in effect at the relevant time, or to any superseding statute or regulation, or provision thereof, as amended is from time to time and in effect at the relevant timeeffect, as well as to applicable regulations then in effect thereunder. (i) Except References to agreements or documents are to be construed to include all such agreements and documents as otherwise specified in this Agreementamended, in modified or supplemented from time to time pursuant to the terms thereof. (j) In computing the number of days for purposes of this Agreement, all days shall be counted, including Saturdays, Sundays Sundays, and holidays; provided, however, that if the final day of any time period falls on a Saturday, Sunday Sunday, or holiday on which national banks are or may elect to be closedclosed in the United States, then the final day shall be deemed to be the next day which is not a Saturday, Sunday Sunday, or such holiday. (jk) Except as otherwise stated in this Agreement, references in this Agreement to Articles and Sections are to Articles and Sections of this Agreement. (kl) The headings to Articles and Sections are for convenience of reference only and shall not form part of or affect the meaning or interpretation of this Agreement. (lm) Where appropriateAs used herein, each definition and pronoun in this Agreement reference to the plural includes the singular and the plural, and reference to the neuter gender singular includes the masculine and femininesingular, and vice versaas applicable. (mn) As used in this Agreement, the word “including” shall mean “including without limitation,” the word “or” is not exclusive and the words “here fromherefrom,” “herein,” “hereof,”” “hereto,” and “hereunder” refer to this Agreement as a whole. (o) The express provisions hereof control and supersede any course of performance or usage of the trade inconsistent with any of the provisions hereof.

Construction and Governing Law. (a) This Agreement Agreement, the Certificate, the Subscription Agreements and the Certificate (each of which is incorporated into this Agreement by reference) any documents evidencing Substitute Management Fee arrangements, Substitute Withdrawal Arrangements, Incentive Allocation arrangements or Substitute Incentive Allocation arrangements contain the entire understanding among the parties hereto with respect to the subject matter hereof and thereof, and supersede all prior and contemporaneous agreements, understandings, arrangements, inducements or conditions, express or implied, oral or written, between or among any of the parties hereto with respect to the subject matter hereof and thereof. (b) All provisions of this Agreement and Agreement, the Certificate and all questions relating to (i) the validity, interpretation, application or enforcement of such provisions (including provisions that limit or restrict duties, including fiduciary duties, responsibilities, liabilities, obligations or actions), (ii) the duties, responsibilities, liabilities or obligations of the Board of Managers and/or the Company to any one or more Members under this Agreement or the Act, (iii) the duties, responsibilities, liabilities or obligations of any one or more Members to the Board of Managers and/or the Company under this Agreement or the Act, (iv) the duties, responsibilities, liabilities or obligations of any one or more Members to any one or more other Members under this Agreement or the Act, (y) the rights, powers or authority of, or limitations or restrictions on, the Board of Managers and/or the Company under this Agreement or the Act and/or (vi) the rights, powers, authority, privileges or preferences of, or limitations or restrictions on, any one or more Members under this Agreement or the Act, Subscription Agreements shall be governed by and construed and administered in accordance with the internal substantive laws of the State of Delaware without regard to principles of conflict of laws (to the extent not preempted by ERISA or the Securities and Commodities Laws). (c) THE PARTNERS HEREBY CONSENT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF DELAWARE AND THE FEDERAL COURTS OF THE UNITED STATES, IN EACH CASE SITTING IN DOVER COUNTY, DELAWARE, IN ANY PROCEEDING RELATING TO THIS AGREEMENT OR THE RELEVANT SUBSCRIPTION AGREEMENT. (d) In case any one or more of the provisions contained herein in this Agreement shall, for any reason, be found or held invalid, illegal or unenforceable in any respect in any jurisdiction, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions of this Agreement in that or any other jurisdiction, unless such a construction would be unreasonable. (d) In applying . If the provisions of Sections 13.1(a)-(c): (i) it is understood and agreed that this Agreement is executed and delivered by the Members pursuant to the Act, and that the parties intend that the provisions hereof be given full force and effect pursuant to the principles set forth in Sections 18-1101 (a), (b) and (c) of the Act. Accordingly, to the extent this Agreement modifies or nullifies any provision of the Act that would apply in the absence of such modification or nullification, as permitted by the Act (any such provision of the Act that would apply in the absence of such modification or nullification being referred to herein as a “default” provision), such modification or nullification shall apply in preference to such “default” provision; (ii) to the extent there is a direct conflict between the provisions of this Agreement and any provision of the Act that may not lawfully be modified or nullified by agreement among the parties, such provision of the Act shall control; and (iii) if the Board of Managers General Partner shall determine, with the advice of reputable counsel, that any provision of this Agreement is in conflict with (A) the Securities and Commodities Laws or (B) other applicable laws, rules, regulations or orders, whether generally or in a particular application, the conflicting provision or such particular application thereof, as the case may be, shall not be deemed to constitute a part of this Agreement for so long as such conflict exists (provided, however, that such determination shall not affect any of the remaining provisions of this Agreement or any lawful application of any provision, or render invalid or improper any action taken or omitted prior to such determination). (e) . In construing the meaning or application of the Securities and Commodities Laws, counsel to the Board of Managers General Partner may consider the effect of any applicable order or interpretive release issued by the Securities and Exchange Commission (“SEC”)or the Commodity Futures Trading Commission, as the case may be, or any applicable “no action” or interpretive position issued by the staff of the SEC either such Commission, that modifies or interprets the Securities and Commodities Laws. (f) If any provision of this Agreement appears to the Board of Managers to be ambiguous, or inconsistent with any other provision hereof, the Board of Managers may construe such provision in such manner as it reasonably may determine in good faith, and such construction shall be conclusive and binding as to the meaning to be given to such provision. (g) In each case where this Agreement contemplates that (i) a particular thing may not be done or a particular action may not be taken without the approval, agreement, vote or consent of one or more Persons, (ii) a Person may make a particular designation or determination, or (iii) a Person may otherwise do or refrain from doing a particular thing or take or refrain from taking a particular action, such Person or Persons shall be free to give or withhold any such approval, agreement, vote or consent, to make any such designation or determination, to do or refrain from doing any such thing, or to take or refrain from taking any such action, in his, her it’s or their sole discretion, except where this Agreement expressly requires otherwise or as otherwise required by law. Without limiting the generality of the foregoing, in any case herein where it is provided that the Board of Managers shall or may take a particular action, do a particular thing or make a particular determination, and such case does not expressly provide for approval of such action, thing or determination by any Member or other Person, the Board of Managers shall possess full right, power and authority to take such action, to do such thing or to make such determination without obtaining any prior or subsequent authorization or approval of any Member or any other Person (and the Board of Managers may take such action, do such thing or make such determination in its sole discretion on such terms and in such manner as it may deem appropriate, unless the context requires otherwise), unless otherwise required by this Agreement or by law. (h) Each reference in this Agreement to a particular statute or regulation, or provision thereof, shall be deemed to refer to such statute or regulation, or provision thereof, as amended from time to time and in effect at the relevant time, or to any superseding statute or regulation, or provision thereof, as amended from time to time and in effect at the relevant time, as well as to applicable regulations then in effect thereunder. (i) Except as otherwise specified in this Agreement, in computing the number of days for purposes of this Agreement, all days shall be counted, including Saturdays, Sundays and holidays; provided, however, that if the final day of any time period falls on a Saturday, Sunday or holiday on which national banks are or may elect to be closed, then the final day shall be deemed to be the next day which is not a Saturday, Sunday or such holiday. (j) Except as otherwise stated in this Agreement, references in this Agreement to Articles and Sections are to Articles and Sections of this Agreement. (k) The headings to Articles and Sections are for convenience of reference only and shall not form part of or affect the meaning or interpretation of this Agreement. (l) Where appropriate, each definition and pronoun in this Agreement includes the singular and the plural, and reference to the neuter gender includes the masculine and feminine, and vice versa. (m) As used in this Agreement, the word “including” shall mean “including without limitation,” the word “or” is not exclusive and the words “here from,” “herein,” “hereof,”