Common use of References and Titles Clause in Contracts

References and Titles. (a) All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections and other subdivisions of or to this Agreement, unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or subdivision unless expressly so limited. The words “this Article” and “this Section,” and words of similar import, refer only to the Article, Section or subsection hereof in which such words occur. (b) The word “or” is not exclusive, and the word “including” (in its various forms) means including without limitation. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. (c) A reference in this Agreement to any statute shall be to such statute as amended from time to time, and the rules and regulations promulgated thereunder.

References and Titles. (a) All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections and other subdivisions of or to this Agreement, unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections subsection, or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreementsuch Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language hereofcontained therein. The words “"this Agreement,” “" "herein,” “" "hereby,” “" "hereunder” ," and “"hereof,” " and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or subdivision unless expressly so limited. The words “this Article” and “"this Section,” " "this subsection," and words of similar import, refer only to the Article, Section Sections or subsection subsections hereof in which such words occur. (b) . The word “or” is not exclusive, and the word “"including” " (in its various forms) means "including without limitation. ." Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise expressly requires. (c) A reference in this Agreement to any statute . Unless the context otherwise requires, all defined terms contained herein shall be to such statute as amended from time to time, include the singular and plural and the rules conjunctive and regulations promulgated thereunderdisjunctive forms of such defined terms.

References and Titles. (a) All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections and other subdivisions of or to this Agreement, Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreementsuch Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language hereofcontained therein. The words “"this Agreement,” “" "herein,” “" "hereby,” “" "hereunder” ," and “"hereof,” " and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or subdivision unless expressly so limited. The words “this Article” and “"this Section,” " "this subsection," and words of similar import, refer only to the Article, Section Sections or subsection subsections hereof in which such words occur. (b) . The word “or” is not exclusive, and the word “"including” " (in its various forms) means "including without limitation. ." Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise expressly requires. (c) A reference in this Agreement to any statute . Unless the context otherwise requires, all defined terms contained herein shall be to such statute as amended from time to time, include the singular and plural and the rules conjunctive and regulations promulgated thereunderdisjunctive forms of such defined terms.

References and Titles. (a) All references in this Agreement to Exhibits, Schedules, ArticlesSections, Sectionsparagraphs, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, ArticlesSections, Sectionsparagraphs, subsections and other subdivisions of or to this Agreement, Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or other subdivision unless expressly so limited. The words “this Article” and “this Section,” and words of similar import, refer only to the Article, Section or subsection hereof in which such words occur. (b) The word “or” is not exclusive, and the word “including” (in its various forms) means including without limitation. All references to “$” or “dollars” shall be deemed references to United States Dollars. Titles appearing at the beginning of any Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The words “this Agreement,” “here “ “hereby,” “hereunder’’ and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The words “this Section” and “this subsection,” and words of similar import, refer only to Section or subsection hereof in which such words occur. The word “or” is not exclusive. Each accounting term not defined herein, and each accounting term partly defined herein to the extent not defined, will have the meaning given to it under GAAP. Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposes. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. . References to any Law or agreement (cor contract) A reference in means such Law or agreement (or contract) as it may be amended from time-to-time. If an ambiguity, question of intent or question of interpretation arises, this Agreement to any statute shall must be to such statute construed as amended from time to timeif drafted jointly, and there must not be any presumption, inference or conclusion drawn against either Party by virtue of the rules and regulations promulgated thereunderfact that its representatives have authored this Agreement or any of its terms. Any reference to an agreement or contract herein shall include any amendment, modification or replacement thereof that is in accordance with the provisions of this Agreement.

References and Titles. (a) All references in this Agreement to Exhibitsexhibits, Schedulesschedules, Articlesarticles, Sectionssections, subsections and other subdivisions refer to the corresponding Exhibitsexhibits, Schedulesschedules, Articlesarticles, Sectionssections, subsections and other subdivisions of or to this Agreement, Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, those subdivisions and shall will be disregarded in construing the language hereofcontained in those subdivisions. The words “this Agreement,” “this instrument,” “herein,” “hereof,” “hereby,” “hereunder” and “hereof,” and words of similar import, import refer to this Agreement as a whole and not to any particular Article, Section, subsection or subdivision unless expressly so limited. The words phrases “this Articlesection” and “this Section,subsection” and words of similar import, phrases refer only to the Article, Section sections or subsection hereof subsections of this Agreement in which such words those phrases occur. (b) . The word “or” is not exclusive, and ; the word “including” (in its various forms) means “including without limitation. .” Pronouns in masculine, feminine or and neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. The word “will” shall be construed to have the same meaning and effect as the word “shall. ” Unless the context requires otherwise (ca) A any reference in this Agreement herein to any statute law shall be construed as referring to such statute law as amended amended, modified, codified or reenacted, in whole or in part, and in effect from time to time, (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to the restrictions contained herein), (c) with respect to the determination of any time period, the word “from” means “from and including” and the rules word “to” means “to and regulations promulgated thereunderincluding.” No provision of this Agreement or any other Loan Document shall be interpreted or construed against any Person solely because such Person or its legal representative drafted such provision.

References and Titles. (a) All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections and other subdivisions of or to this Agreement, Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The words “"this Agreement,” “" "herein,” “" "hereby,” “" "hereunder” " and “"hereof,” " and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or subdivision unless expressly so limited. The words “"this Article” and “," "this Section" and "this subsection,” " and words of similar import, refer only to the Article, Section or subsection hereof in which such words occur. (b) . The word “"or” " is not exclusive, and the word “"including” " (in its various forms) means including without limitation. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. (c) A reference . As used in the representations and warranties contained in this Agreement Agreement, the phrase "to any statute the knowledge" of the representing Party shall be mean that Responsible Officers of such Party, individually or collectively, either (a) know that the matter being represented and warranted is true and accurate or (b) have no reason, after reasonable inquiry, to such statute as amended from time to time, believe that the matter being represented and the rules warranted is not true and regulations promulgated thereunderaccurate.

References and Titles. (a) All references in this Agreement to Exhibits, Schedules, ArticlesSections, Sectionsparagraphs, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, ArticlesSections, Sectionsparagraphs, subsections and other subdivisions of or to this Agreement, Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or other subdivision unless expressly so limited. The words “this Article” and “this Section,” and words of similar import, refer only to the Article, Section or subsection hereof in which such words occur. (b) The word “or” is not exclusive, and the word “including” (in its various forms) means including without limitation. All references to “$” or “dollars” shall be deemed references to United States Dollars. Titles appearing at the beginning of any Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The words “this Agreement,” “here,” “hereby,” “hereunder’’ and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The words “this Section” and “this subsection,” and words of similar import, refer only to Section or subsection hereof in which such words occur. The word “or” is not exclusive. Each accounting term not defined herein, and each accounting term partly defined herein to the extent not defined, will have the meaning given to it under GAAP. Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposes. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. . References to any Law or agreement (cor contract) A reference in means such Law or agreement (or contract) as it may be amended from time-to-time. If an ambiguity, question of intent or question of interpretation arises, this Agreement to any statute shall must be to such statute construed as amended from time to timeif drafted jointly, and there must not be any presumption, inference or conclusion drawn against either Party by virtue of the rules and regulations promulgated thereunderfact that its representatives have authored this Agreement or any of its terms. Any reference to an agreement or contract herein shall include any amendment, modification or replacement thereof that is in accordance with the provisions of this Agreement.

References and Titles. (a) All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections subsections, and other subdivisions of or to this Agreement, Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections subsections, or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreementsuch Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language hereofcontained therein. The words “"this Agreement,” “" "herein,” “" "hereby,” “" "hereunder” ," and “"hereof,” " and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or subdivision unless expressly so limited. The words “this Article” and “"this Section,” " "this subsection," and words of similar import, refer only to the Article, Section Sections or subsection subsections hereof in which such words occur. (b) . The word “or” is not exclusive, and the word “"including” " (in its various forms) means "including without limitation. ." Pronouns in masculine, feminine feminine, or neuter genders shall be construed to state and include any other gender, gender and words, terms terms, and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise expressly requires. Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural forms of such defined terms. (c) A reference in this Agreement to any statute shall be to such statute as amended from time to time, and the rules and regulations promulgated thereunder.

References and Titles. (a) All references in this Agreement to Exhibits, Schedules, ArticlesSections, Sectionsparagraphs, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, ArticlesSections, Sectionsparagraphs, subsections and other subdivisions of or to this Agreement, Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or other subdivision unless expressly so limited. The words “this Article” and “this Section,” and words of similar import, refer only to the Article, Section or subsection hereof in which such words occur. (b) The word “or” is not exclusive, and the word “including” (in its various forms) means including without limitation. All references to “$” or “dollars” shall be deemed references to United States Dollars. Titles appearing at the beginning of any Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The word “or” is not exclusive. Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposes. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. . References to any Law or agreement (cor contract) A reference in means such Law or agreement (or contract) as it may be amended from time-to-time. If an ambiguity, question of intent or question of interpretation arises, this Agreement to any statute shall must be to such statute construed as amended from time to timeif drafted jointly, and there must not be any presumption, inference or conclusion drawn against either Party by virtue of the rules and regulations promulgated thereunderfact that its representatives have authored this Agreement or any of its terms. Any reference to an agreement or contract herein shall include any amendment, modification or replacement thereof that is in accordance with the provisions of this Agreement.

References and Titles. (a) All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections and other subdivisions of or to this Agreement, Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or subdivision unless expressly so limited. The words “this Article,” “this Section” and “this SectionSubsection,” and words of similar import, refer only to the Article, Section or subsection hereof in which such words occur. (b) . The word “or” is not exclusive, and the word “including” (in its various forms) means including without limitation. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. (c) A reference . As used in the representations and warranties contained in this Agreement Agreement, the phrase “to any statute the knowledge” of the representing Party shall be mean that Responsible Officers of such Party, individually or collectively, either (a) know that the matter being represented and warranted is true and accurate or (b) have no reason, after reasonable inquiry, to such statute as amended from time to time, believe that the matter being represented and the rules warranted is not true and regulations promulgated thereunderaccurate.

References and Titles. (a) All references in this Agreement to Exhibits, Schedules, ArticlesSections, Sectionsparagraphs, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, ArticlesSections, Sectionsparagraphs, subsections and other subdivisions of or to this Agreement, Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or other subdivision unless expressly so limited. The word “including” (in its various forms) means including without limitation. All references to “$” or “dollars” shall be deemed references to United States Dollars. Titles appearing at the beginning of any Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The words “this Agreement,” “here,” “hereby,” “hereunder’’ and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The words “this ArticleSection” and “this Sectionsubsection,” and words of similar import, refer only to the Article, Section or subsection hereof in which such words occur. (b) . The word “or” is not exclusive, and the word “including” (in its various forms) means including without limitation. Each accounting term not defined herein, and each accounting term partly defined herein to the extent not defined, will have the meaning given to it under GAAP. Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposes. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. . References to any Law or agreement (cor contract) A reference in means such Law or agreement (or contract) as it may be amended from time-to-time. If an ambiguity, question of intent or question of interpretation arises, this Agreement to any statute shall must be to such statute construed as amended from time to timeif drafted jointly, and there must not be any presumption, inference or conclusion drawn against either Party by virtue of the rules and regulations promulgated thereunderfact that its representatives have authored this Agreement or any of its terms. Any reference to an agreement or contract herein shall include any amendment, modification or replacement thereof that is in accordance with the provisions of this Agreement.

References and Titles. (a) All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections sections, subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections sections, subsections, and other subdivisions of or to this Agreement, Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections sections, subsections, or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreementsuch Articles, Sections, sections, subsections or other subdivisions, and shall be disregarded in construing the language hereofcontained therein. The words “"this Agreement,” “" "herein,” “" "hereby,” “" "hereunder” ," and “"hereof,” " and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or subdivision unless expressly so limited. The words “this Article” and “"this Section,” " "this section," "this subsection," and words of similar import, refer only to the ArticleSections, Section section or subsection subsections hereof in which such words occur. (b) . The word “"or” " is not exclusive, and the word “"including” " (in its various forms) means including "including, without limitation. ." Pronouns in masculine, feminine feminine, or neuter genders shall be construed to state and include any other gender, gender and words, terms terms, and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise expressly requires. (c) A reference in this Agreement to any statute . Unless the context otherwise expressly requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms. All accounting terms not specifically defined herein shall be to such statute as amended from time to time, and the rules and regulations promulgated thereunderconstrued in accordance with GAAP.

References and Titles. (a) All references in this Agreement to Exhibitsexhibits, Schedulesschedules, Articlesarticles, Sectionssections, subsections and other subdivisions refer to the corresponding Exhibitsexhibits, Schedulesschedules, Articlesarticles, Sectionssections, subsections and other subdivisions of or to this Agreement, Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articlesarticle, Sectionssection, subsections subsection or other subdivisions subdivision of this Agreement are for convenience only, do not constitute any part of this Agreementsuch article, section, subsection or other subdivision, and shall be disregarded in construing the language hereofcontained therein. The words “this Agreement,” ”, “herein,” ”, “hereby,” ”, “hereunder” ”, and “hereof,” and words of similar import, import refer to this Agreement as a whole and not to any particular Article, Section, subsection or subdivision unless expressly so limited. The words “this Article” and Section”, “this Section,subsection” and words of similar import, import refer only to the Article, Section sections or subsection subsections hereof in which such words occur. (b) . The word “or” is not exclusive, and the word “including” (in its various forms) means “including without limitation. .” Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise expressly requires. (c) A reference in this Agreement to any statute . Unless the context otherwise requires, all defined terms contained herein shall be to such statute as amended from time to time, include the singular and plural and the rules conjunctive and regulations promulgated thereunderdisjunctive forms of such defined terms.

References and Titles. (a) All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections subsections, and other subdivisions of or to this Agreement, Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections subsections, or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreementsuch Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language hereofcontained therein. The words “this Agreement,” “herein,” “hereby,” “hereunder,” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or subdivision unless expressly so limited. The words “this ArticleSection,” and “this Sectionsubsection,” and words of similar import, refer only to the Article, Section Sections or subsection subsections hereof in which such words occur. (b) . The word “or” is not exclusive, and the word “including” (in its various forms) means “including without limitation. .” Pronouns in masculine, feminine feminine, or neuter genders shall be construed to state and include any other gender, gender and words, terms terms, and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise expressly requires. Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural forms of such defined terms. (c) A reference in this Agreement to any statute shall be to such statute as amended from time to time, and the rules and regulations promulgated thereunder.

References and Titles. (a) All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections and other subdivisions of or to this Agreement, unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections subsections, or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreementsuch Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language hereof. contained therein. (b) The words “this Agreement,” “herein,” “hereby,” “hereunder,” “and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or subdivision unless expressly so limited. The words “this ArticleSection,” and “this Sectionsubsection,” and words of similar import, refer only to the Article, Section Sections or subsection subsections hereof in which such words occur. (bc) The word “or” is not exclusive, and the word “including” (in its various forms) means shall mean including (in its various forms) without limitation. limiting the generality of the description preceding such term. (d) Pronouns in masculine, feminine feminine, or neuter genders shall be construed to state and include any other gender. (e) Words, and wordsterms, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise expressly requires. (cf) A reference in this Agreement to any statute Unless the context otherwise requires, all defined terms contained herein shall be to such statute as amended from time to time, include the singular and plural and the rules conjunctive and regulations promulgated thereunderdisjunctive forms of such defined terms.

References and Titles. (a) All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections and other subdivisions of or to this Agreement, Agreement unless expressly provided otherwise. Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposes. Titles appearing at the beginning of any Articles, Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or subdivision unless expressly so limited. The words “this Article,” “this Section” and “this Sectionsubsection,” and words of similar import, refer only to the Article, Section or subsection hereof in which such words occur. (b) . The word “or” is not exclusive, and the word “including” (in its various forms) means including without limitation. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Disclosure of a matter on a Schedule hereto shall not be deemed a determination by a Party that such matter is material for purposes of this Agreement. All references to dollar amounts herein refer to United States dollars. (c) A reference in this Agreement to any statute shall be to such statute as amended from time to time, and the rules and regulations promulgated thereunder.

References and Titles. (a) All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections and other subdivisions of or to this Agreement, unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or subdivision unless expressly so limited. The words “this Article” and “this Section,” and words of similar import, refer only to the Article, Section or subsection hereof in which such words occur. (b) The word “or” is not exclusive, and the word “including” (in its various forms) means including without limitation. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. (c) The Parties have participated jointly in negotiating and drafting this Agreement. In the event an ambiguity or a 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 shall arise favoring or disfavoring any Party by virtue of the authorship of any provision(s) of this Agreement. (d) A reference in this Agreement to any statute shall be to such statute as amended from time to time, and the rules and regulations promulgated thereunder.

References and Titles. (a) All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections and other subdivisions of or to this Agreement, Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or subdivision unless expressly so limited. The words “this Article,” “this Section” and “this SectionSubsection,” and words of similar import, refer only to the Article, Section or subsection hereof in which such words occur. (b) . The word “orOR” is not exclusive, and the word “including” (in its various forms) means including without limitation. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. (c) A reference in this Agreement to any statute shall be to such statute as amended from time to time, and the rules and regulations promulgated thereunder.

References and Titles. (a) All references in this Agreement to Exhibits, Schedules, Articlesarticles, Sectionssections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articlesarticles, Sectionssections, subsections and other subdivisions of or to this Agreement, Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections or other subdivisions of this Agreement are for convenience only, only and do not constitute any part of this Agreement, such subdivisions and shall be disregarded in construing the language hereofcontained in such subdivisions. The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” "THIS AGREEMENT", "THIS INSTRUMENT", "HEREIN", "HEREOF", "HEREBY", "HEREUNDER" and words of similar import, import refer to this Agreement as a whole and not to any particular Article, Section, subsection or subdivision unless expressly so limited. The words “this Article” phrases "THIS SECTION" and “this Section,” "THIS SUBSECTION" and words of similar import, phrases refer only to the Article, Section sections or subsection subsections hereof in which such words phrases occur. (b) . The word “or” "OR" is not exclusive, and the word “including” "INCLUDING" (in its various forms) means including without limitation"INCLUDING WITHOUT LIMITATION". Pronouns in masculine, feminine or and neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. The foregoing shall apply to all Loan Documents. (c) A reference in this Agreement to any statute shall be to such statute as amended from time to time, and the rules and regulations promulgated thereunder.

References and Titles. (a) All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections and other subdivisions of or to this Agreement, Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereofof this Agreement. The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or subdivision unless expressly so limited. The words “this Article,” “this Section” and “this Sectionsubsection,” and words of similar import, refer only to the Article, Section or subsection hereof of this Agreement in which such words occur. (b) . The word “or” is not exclusive, and the word “including” (in its various forms) means including without limitation. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. (c) A reference . References to a particular statute or regulation include all rules and regulations thereunder and any predecessor or successor statute, rules or regulation, in this Agreement to any statute shall be to such statute each case as amended or otherwise modified from time to time, . References to a particular Person include such Person’s successors and assigns to the rules and regulations promulgated thereunderextent not prohibited by this Agreement. References to "$" or "dollars" means United States Dollars.

References and Titles. (a) All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections subsections, and other subdivisions of or to this Agreement, Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections subsections, or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreementsuch Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language hereofcontained therein. The words “"this Agreement,” “" "herein,” “" "hereby,” “" "hereunder” ," and “"hereof,” " and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or subdivision unless expressly so limited. The words “this Article” and “"this Section,” " "this subsection," and words of similar import, refer only to the Article, Section Sections or subsection subsections hereof in which such words occur. (b) . The word “or” is not exclusive, and the word “"including” " (in its various forms) means "including without limitation. ." Pronouns in masculine, feminine feminine, or neuter genders shall be construed to state and include any other gender, gender and words, terms terms, and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural forms of such defined terms. (c) A reference in this Agreement to any statute shall be to such statute as amended from time to time, and the rules and regulations promulgated thereunder.

References and Titles. (a) All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections and other subdivisions of or to this Agreement, unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or subdivision unless expressly so limited. The words “this Article” and “this Section,” and words of similar import, refer only to the Article, Section or subsection hereof in which such words occur. (b) The word “or” is not exclusive, and the word “including” (in its various forms) means including without limitation. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. (c) A reference As used in the representations and warranties contained in this Agreement, the phrase “to the knowledge” of the representing Party or “known” to a representing Party shall mean to the actual knowledge (and not constructive or imputed knowledge) of one or more of the Responsible Officers of the representing Party. (d) The Parties have participated jointly in negotiating and drafting this Agreement. In the event an ambiguity or a question of intent or interpretation arises, this Agreement to any statute shall be to such statute construed as amended from time to timeif drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the rules and regulations promulgated thereunderauthorship of any provision(s) of this Agreement.

References and Titles. (a) All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections subsections, and other subdivisions and to the recitals refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections subsections, and other subdivisions and to the recitals of or to this Agreement, Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections subsections, or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreementsuch Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language hereofcontained therein. The words “this Agreement,” “herein,” “hereby,” “hereunder,” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or subdivision unless expressly so limited. The words “this ArticleSection,” and “this Sectionsubsection,” and words of similar import, refer only to the Article, Section Sections or subsection subsections hereof in which such words occur. (b) . The word “or” is not exclusive, and the word “including” (in its various forms) means “including without limitation. .” Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, gender and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise expressly requires. (c) A reference in this Agreement to any statute . Unless the context otherwise requires, all defined terms contained herein shall be to such statute as amended from time to time, include the singular and plural and the rules conjunctive and regulations promulgated thereunderdisjunctive forms of such defined terms.

References and Titles. (a) All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections and other subdivisions of or to this Agreement, Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or subdivision unless expressly so limited. The words “this Article,” “this Section” and “this Sectionsubsection,” and words of similar import, refer only to the Article, Section or subsection hereof in which such words occur. (b) . The word “or” is not exclusive, and the word “including” (in its various forms) means including without limitation. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. (c) A reference in this Agreement to any statute shall be to such statute as amended from time to time, and the rules and regulations promulgated thereunder.

References and Titles. (a) All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections sections, subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections sections, subsections, and other subdivisions of or to this Agreement, Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections sections, subsections, or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreementsuch Articles, Sections, sections, subsections or other subdivisions, and shall be disregarded in construing the language hereofcontained therein. The words “this Agreement,” “herein,” “hereby,” “hereunder,” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or subdivision unless expressly so limited. The words “this ArticleSection,” and “this Sectionsection,” “this subsection,” and words of similar import, refer only to the ArticleSections, Section section or subsection subsections hereof in which such words occur. (b) . The word “or” is not exclusive, and the word “including” (in its various forms) means including “including, without limitation. .” Pronouns in masculine, feminine feminine, or neuter genders shall be construed to state and include any other gender, gender and words, terms terms, and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise expressly requires. (c) A reference in this Agreement to any statute . Unless the context otherwise expressly requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms. All accounting terms not specifically defined herein shall be to such statute as amended from time to time, and the rules and regulations promulgated thereunderconstrued in accordance with GAAP.

References and Titles. (a) All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections and other subdivisions of or to this Agreement, Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or subdivision unless expressly so limited. The words “this Article,” “this Section” and “this Sectionsubsection,” and words of similar import, refer only to the Article, Section or subsection hereof in which such words occur. (b) . The word “or” is not exclusive, and the word “including” (in its various forms) means including without limitation. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. (c) A reference . As used in the representations and warranties contained in this Agreement Agreement, the phrase “to any statute the knowledge” of the representing Party shall be mean the Responsible Officers of such representing Party, individually or collectively, either (a) know that the matter being represented and warranted is true and accurate or (b) have no reason to such statute as amended from time to time, believe that the matter being represented and the rules warranted is not true and regulations promulgated thereunderaccurate.

References and Titles. (a) All references in this Agreement to Exhibits, Schedules, Articlesarticles, Sectionssections, subsections subsections, definitions and other subdivisions refer to the corresponding Exhibits, Schedules, Articlesarticles, Sectionssections, subsections subsections, definitions and other subdivisions of or to this Agreement, Agreement unless expressly provided otherwise. Exhibits and Schedules to any Transaction Document shall be deemed incorporated by reference in such Transaction Document. References to any document, instrument, or agreement (a) shall include all exhibits, schedules, and other attachments thereto, and (b) shall include all documents, instruments, or agreements issued or executed in replacement thereof. Titles appearing at the beginning of any Articles, Sections, subsections or other subdivisions of this Agreement are for convenience only, only and do not constitute any part of this Agreement, such subdivisions and shall be disregarded in construing the language hereofcontained in such subdivisions. The words “this Agreement,” ”, “this instrument”, “herein,” ”, “hereof”, “hereby,” ”, “hereunder” and “hereof,” and words of similar import, import refer to this Agreement as a whole and not to any particular Article, Section, subsection or subdivision unless expressly so limited. The words phrases “this Articlesection” and “this Section,subsection” and words of similar import, phrases refer only to the Article, Section sections or subsection subsections hereof in which such words phrases occur. (b) . The word “or” is not exclusive, and the word “including” (in its various forms) means “including without limitation”. References to a Person’s “discretion” means its sole and absolute discretion. Pronouns in masculine, feminine or and neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. (c) A reference in this Agreement . Accounting terms have the meanings assigned to them by GAAP, as applied by the accounting entity to which they refer. References to “days” shall mean calendar days, unless the term “Business Day” is used. Unless otherwise specified, references herein to any statute shall be particular Person also refer to such statute as amended from time to time, its successors and the rules and regulations promulgated thereunderpermitted assigns.

References and Titles. (a) All references in this Agreement to --------------------- Exhibits, Schedules, Articlesarticles, Sectionssections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articlesarticles, Sectionssections, subsections and other subdivisions of or to this Agreement, Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections or other subdivisions of this Agreement are for convenience only, only and do not constitute any part of this Agreement, such subdivisions and shall be disregarded in construing the language hereofcontained in such subdivisions. The words “"this Agreement,” “", "this instrument", "herein,” “", "hereof", "hereby,” “", "hereunder” and “hereof,” " and words of similar import, import refer to this Agreement as a whole and not to any particular Article, Section, subsection or subdivision unless expressly so limited. The words “phrases "this Article” section" and “"this Section,” subsection" and words of similar import, phrases refer only to the Article, Section sections or subsection subsections hereof in which such words phrases occur. (b) . The word “"or” " is not exclusive, and the word “"including” " (in its various forms) means "including without limitation". Phrases such as "known to Borrower" or "to the best knowledge of Borrower" refer to the actual knowledge (as distinguished from constructive knowledge) of any of the following: Borrower's President, Borrower's Chief Executive Officer, Borrower's Chief Financial Officer, Borrower's general counsel, Borrower's Treasurer, or any Vice President of Borrower. Pronouns in masculine, feminine or and neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. (c) A reference in this Agreement to any statute shall be to such statute as amended from time to time, and the rules and regulations promulgated thereunder.

References and Titles. (a) All references in this Agreement to Exhibits, --------------------- Schedules, Articles, Sections, subsections subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections subsections, and other subdivisions of or to this Agreement, Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections subsections, or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreementsuch Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language hereofcontained therein. The words “"this Agreement,” “" "herein,” “" "hereby,” “" "hereunder” ," and “"hereof,” " and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or subdivision unless expressly so limited. The words “this Article” and “"this Section,” " "this subsection," and words of similar import, refer only to the Article, Section Sections or subsection subsections hereof in which such words occur. (b) . The word “or” is not exclusive, and the word “"including” " (in its various forms) means "including without limitation. ." Pronouns in masculine, feminine feminine, or neuter genders shall be construed to state and include any other gender, gender and words, terms terms, and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise expressly requires. (c) A reference in this Agreement to any statute . Unless the context otherwise requires, all defined terms contained herein shall be to such statute as amended from time to time, include the singular and plural and the rules conjunctive and regulations promulgated thereunderdisjunctive forms of such defined terms.

References and Titles. (a) All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections subsections, and other subdivisions of or to this Agreement, Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections subsections, or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreementsuch Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language hereofcontained therein. The words “"this Agreement,” “" "herein,” “" "hereby,” “" "hereunder” ," and “"hereof,” " and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or subdivision unless expressly so limited. The words “this Article” and “"this Section,” " "this subsection," and words of similar import, refer only to the Article, Section Sections or subsection subsections hereof in which such words occur. (b) . The word “or” is not exclusive, and the word “"including” " (in its various forms) means "including without limitation. ." Pronouns in masculine, feminine feminine, or neuter genders shall be construed to state and include any other gender, gender and words, terms terms, and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise expressly requires. (c) A reference in this Agreement to any statute . Unless the context otherwise requires, all defined terms contained herein shall be to such statute as amended from time to time, include the singular and plural and the rules conjunctive and regulations promulgated thereunder.disjunctive forms of such defined terms. ARTICLE II

References and Titles. (a) All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections and other subdivisions of or to this Agreement, Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreementsuch Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language hereofcontained therein. The words “"this Agreement,” “" "herein,” “" "hereby,” “" "hereunder” " and “"hereof,” " and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or subdivision unless expressly so limited. The words “this Article” and “"this Section,” " "this subsection" and words of similar import, refer only to the Article, Section Sections or subsection subsections hereof in which such words occur. (b) . The word “or” is not exclusive, and the word “"including” " (in its various forms) means including "including, without limitation. ." Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, gender and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise expressly requires. (c) A reference in this Agreement to any statute . Unless the context otherwise requires, all defined terms contained herein shall be to such statute as amended from time to time, include the singular and plural and the rules conjunctive and regulations promulgated thereunderdisjunctive forms of such defined terms.

References and Titles. (a) All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections and other subdivisions of or to this Agreement, Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The words “"this Agreement,” “" "herein,” “" "hereby,” “" "hereunder” ," and “"hereof,” " and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or subdivision unless expressly so limited. The words “"this Article” and “," "this Section" and "this subsection,” " and words of similar import, refer only to the Article, Section or subsection hereof in which such words occur. (b) . The word “"or” " is not exclusive, and the word “"including” " (in its various forms) means including without limitation. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms . Terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. (c) A reference . As used in the representations and warranties contained in this Agreement Agreement, the phrase "to the knowledge" of the representing party shall mean, in the case of Purchaser, that Responsible Officers of such representing Purchaser, individually or collectively, and, in the case of the Sellers, that any statute shall be of them, either (a) know that the matter being represented and warranted is true and accurate or (b) have no reason, after reasonable inquiry, to such statute as amended from time to time, believe that the matter being represented and the rules warranted is not true and regulations promulgated thereunderaccurate.

References and Titles. (a) All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections and other subdivisions of or to this Agreement, unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or subdivision unless expressly so limited. The words “this Article” and “this Section,” and words of similar import, refer only to the Article, Section or subsection hereof in which such words occur. (b) The word “or” is not exclusive, and the word “including” (in its various forms) means including without limitation. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. (c) A reference As used in the representations and warranties contained in this Agreement, the phrase “to the knowledge” of the representing Party or “known” to a representing Party shall mean to the actual knowledge (and not constructive or imputed knowledge) of one or more of the Responsible Officers of the representing Party. (d) The Parties have participated jointly in negotiating and drafting this Agreement. In the event an ambiguity or a question of intent or interpretation arises, this Agreement to any statute shall be to such statute construed as amended from time to timeif drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the rules and regulations promulgated thereunderauthorship of any provision(s) of this Agreement. (e) All references to “dollar” or “$” shall mean U.S. dollars.

References and Titles. (a) All --------------------- references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections subsections, and other subdivisions of or to this Agreement, Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections subsections, or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreementsuch Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language hereofcontained therein. The words “"this Agreement,” “" "herein,” “" "hereby,” “" "hereunder” ," and “"hereof,” " and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or subdivision unless expressly so limited. The words “this Article” and “"this Section,” " "this subsection," and words of similar import, refer only to the Article, Section Sections or subsection subsections hereof in which such words occur. (b) . The word “or” is not exclusive, and the word “"including” " (in its various forms) means "including without limitation. ." Pronouns in masculine, feminine feminine, or neuter genders shall be construed to state and include any other gender, gender and words, terms terms, and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise expressly requires. (c) A reference in this Agreement to any statute . Unless the context otherwise requires, all defined terms contained herein shall be to such statute as amended from time to time, include the singular and plural and the rules conjunctive and regulations promulgated thereunderdisjunctive forms of such defined terms.

References and Titles. (a) All references in this Agreement to Exhibits, Schedules, Articles, Sections, clauses, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, clauses, subsections and other subdivisions of or to this Agreement, Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, clauses, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The words “"this Agreement,” “" "herein,” “" "hereby,” “" "hereunder” " and “"hereof,” " and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or subdivision unless expressly so limited. The words “"this Article” and “," "this Section" and "this subsection,” " and words of similar import, refer only to the Article, Section or subsection hereof in which such words occur. (b) . The word “"or” " is not exclusive, and the word “"including” " (in its various forms) means including without limitation. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. (c) A reference in . In the event of any conflict between GAAP and the terms of this Agreement, the terms of this Agreement to any statute shall be to such statute as amended from time to time, and the rules and regulations promulgated thereundergovern.

References and Titles. (a) All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections subsections, and other subdivisions of or to this Agreement, Agreement unless expressly provided otherwise. All references to cash or monetary amounts refer to U.S. Dollars only unless specifically stated to be in the currency of another government. Titles appearing at the beginning of any Articles, Sections, subsections subsections, or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreementsuch Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language hereofcontained therein. The words “"this Agreement,” “" "herein,” “" "hereby,” “" "hereunder” ," and “"hereof,” " and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or subdivision unless expressly so limited. The words “this Article” and “"this Section,” " "this subsection," and words of similar import, refer only to the ArticleSections or subsections, Section or subsection respectively, hereof in which such words occur. (b) . The word “or” is not exclusive, and the word “"including” " (in its various forms) means "including without limitation". Pronouns in masculine, feminine feminine, or neuter genders shall be construed to state and include any other gender, gender and words, terms terms, and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise expressly requires. (c) A reference in this Agreement to any statute . Unless the context otherwise requires, all defined terms contained herein shall be to such statute as amended from time to time, include the singular and plural and the rules conjunctive and regulations promulgated thereunderdisjunctive forms of such defined terms.

References and Titles. (a) All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections subsections, and other subdivisions of or to this Agreement, Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections subsections, or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreementsuch Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language hereofcontained therein. The words “this This Agreement,” “herein,” “hereby,” “hereunder,” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or subdivision unless expressly so limited. The words “this ArticleSection,” and “this SectionSubsection,” and words of similar import, refer only to the Article, Section Sections or subsection subsections hereof in which such words occur. (b) . The word “or” is not exclusive, and the word “including” (in its various forms) means “including without limitation. .” Pronouns in masculine, feminine feminine, or neuter genders shall be construed to state and include any other gender, gender and words, terms terms, and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise expressly requires. (c) A reference in this Agreement to any statute . Unless the context otherwise requires, all defined terms contained herein shall be to such statute as amended from time to time, include the singular and plural and the rules conjunctive and regulations promulgated thereunderdisjunctive forms of such defined terms.

References and Titles. (a) All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections subsections, and other subdivisions of or to this Agreement, Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections subsections, or other subdivisions of this Agreement are for convenience only, only do not constitute any part of this Agreementsuch Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language hereofcontained therein. The words “"this Agreement,” “" "herein,” “" "hereby,” “" "hereunder” ," and “"hereof,” " and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or subdivision unless expressly so limited. The words “this Article” and “"this Section,” " "this subsection," and words of similar import, refer only to the Article, Section Sections or subsection subsections hereof in which such words occur. (b) . The word “or” is not exclusive, and the word “"including” " (in its various forms) means "including without limitation. ." Pronouns in masculine, feminine feminine, or neuter genders shall be construed to state and include any other gender, gender and words, terms terms, and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise expressly requires. (c) A reference in this Agreement to any statute . Unless the context otherwise requires, all defined terms contained herein shall be to such statute as amended from time to time, include the singular and plural and the rules conjunctive and regulations promulgated thereunderdisjunctive forms of such defined terms.

References and Titles. (a) All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections and other subdivisions of or to this Agreement, Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections subsections, or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreementsuch Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language hereofcontained therein. The words “this Agreement,” “herein,” “hereby,” “hereunder,” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or subdivision unless expressly so limited. The words “this ArticleSection,” and “this Sectionsubsection,” and words of similar import, refer only to the Article, Section Sections or subsection subsections hereof in which such words occur. (b) . The word “or” is not exclusive, and the word “including” (in its various forms) means “including without limitation. .” Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, gender and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise expressly requires. (c) A reference in this Agreement to any statute . Unless the context otherwise requires, all defined terms contained herein shall be to such statute as amended from time to time, include the singular and plural and the rules conjunctive and regulations promulgated thereunderdisjunctive forms of such defined terms.

References and Titles. (a) All references in the Participation Agreement and in the other Operative Agreements to "the Pledge Agreement" shall refer to this Agreement as amended, restated, modified or supplemented from time to time. All references in this Agreement to Exhibits, SchedulesAttachments, Articles, Sections, subsections Subsections and other subdivisions refer to the corresponding Exhibits, SchedulesAttachments, Articles, Sections, subsections Subsections and other subdivisions of or to this Agreement, Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections or other subdivisions of this Agreement subdivision are for convenience only, only and do not constitute any part of this Agreement, any such subdivision and shall be disregarded in construing the language hereofcontained in this Agreement. The words “"this Agreement,” “" "herein,” “" "hereof," "hereby,” “" "hereunder” and “hereof,” " and words of similar import, import refer to this Agreement as a whole and not to any particular Article, Section, subsection or subdivision unless expressly so limited. The words “phrases "this Article” and “," "this Section,” " and words of "this Subsection" and similar import, phrases refer only to the ArticleArticles, Section Sections or subsection Subsections hereof in which such words occur. (b) the phrase occurs. The word “"or” " is not exclusive, and the word “"including” " (in all of its various forms) means "including without limitation. ." Pronouns in masculine, feminine or and neuter genders gender shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) words in the singular form shall be construed to include the plural and vice versa, versa unless the context otherwise requires. (c) A reference in this Agreement to any statute shall be to such statute as amended from time to time, and the rules and regulations promulgated thereunder.

References and Titles. (a) All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections and other subdivisions of or to this Agreement, Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or subdivision unless expressly so limited. The words “this Article,” “this Section” and “this Sectionsubsection,” and words of similar import, refer only to the Article, Section or subsection hereof in which such words occur. (b) . The word “or” is not exclusive, and the word “including” (in its various forms) means including without limitation. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. (c) A reference . As used in the representations and warranties contained in this Agreement Agreement, the phrase “to any statute the knowledge” of the representing Party shall mean that Responsible Officers of such representing Party, individually or collectively, either (a) know that the matter being represented and warranted is true and accurate or (b) have no reason to believe that the matter being represented and warranted is not true and accurate; provided, however, in the case of Seller and the Company, X.X. Xxxxxx, Xxxxx Xxxxx, and Xxxxx Xxxxx shall be deemed to such statute as amended from time to time, be Responsible Officers of Seller and the rules and regulations promulgated thereunderCompany for this purpose.

References and Titles. (a) All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections and other subdivisions of or to this Agreement, Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The words “"this Agreement,” “" "herein,” “" "hereby,” “" "hereunder” " and “"hereof,” " and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or subdivision unless expressly so limited. The words “"this Article” and “," "this Section" and "this subsection,” " and words of similar import, refer only to the Article, Section or subsection hereof in which such words occur. (b) . The word “"or” " is not exclusive, and the word “"including” " (in its various forms) means including without limitation. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. (c) A reference . As used in the representations and warranties contained in this Agreement Agreement, the phrase "to any statute the knowledge" of the representing Party shall be mean that Responsible Officers of such Party, individually or collectively, either (a) know that the matter being represented and warranted is true and accurate or (b) have no reason, after reasonable inquiry (including, without limitation, review of their files and inquiry of pertinent management personnel), to such statute as amended from time to time, believe that the matter being represented and the rules warranted is not true and regulations promulgated thereunderaccurate.

References and Titles. (a) All references in this Agreement to Exhibitsexhibits, Schedulesschedules, Articlesaddenda, Sectionsarticles, paragraphs, subparagraphs, sections, subsections and other subdivisions refer to the corresponding Exhibitsexhibits, Schedulesschedules, Articlesaddenda, Sectionsarticles, paragraphs, subparagraphs, sections, subsections and other subdivisions of or to this Agreement, Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections or other subdivisions of this Agreement are for convenience only, only and do not constitute any part of this Agreement, such subdivisions and shall be disregarded in construing the language hereofcontained in such subdivisions. The words “this Agreement,” ”, “herein,” ”, “hereof”, “hereby,” ”, “hereunder” and “hereof,” and words of similar import, import refer to this Agreement as a whole and not to any particular Article, Section, subsection or subdivision unless expressly so limited. The words phrases “this Articleparagraph” and “this Section,subparagraph” and words of similar import, phrases refer only to the Article, Section paragraphs or subsection subparagraphs hereof in which such words phrases occur. (b) . The word “or” is not exclusive, and the word “including” (in its various forms) means “including without limitation. .” Pronouns in masculine, feminine or and neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) words in the singular form shall be construed to include the plural and vice versa, unless the context clearly otherwise requires. (c) A reference in this Agreement . References to any statute shall be to constitutional, statutory or regulatory provision means such statute provision as amended from time to time, it exists on the Effective Date and the rules and regulations promulgated thereunderany future amendments thereto or successor provisions thereof.

References and Titles. (a) All references in this Agreement to --------------------- Exhibits, Schedules, Articles, Sections, subsections subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections subsections, and other subdivisions of or to this Agreement, Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections subsections, or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreementsuch Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language hereofcontained therein. The words “"this Agreement,” “" "herein,” “" "hereby,” “" "hereunder” ," and “"hereof,” " and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or subdivision unless expressly so limited. The words “this Article” and “"this Section,” " "this subsection," and words of similar import, refer only to the Article, Section Sections or subsection subsections hereof in which such words occur. (b) . The word “or” is not exclusive, and the word “"including” " (in its various forms) means "including without limitation. ." Pronouns in masculine, feminine feminine, or neuter genders shall be construed to state and include any other gender, gender and words, terms terms, and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise expressly requires. (c) A reference in this Agreement to any statute . Unless the context otherwise requires, all defined terms contained herein shall be to such statute as amended from time to time, include the singular and plural and the rules conjunctive and regulations promulgated thereunderdisjunctive forms of such defined terms.

References and Titles. (a) All references in this Agreement to Exhibitsexhibits, Schedulesschedules, Articlesarticles, Sectionssections, subsections and other subdivisions refer to the corresponding Exhibitsexhibits, Schedulesschedules, Articlesarticles, Sectionssections, subsections and other subdivisions of or to this Agreement, Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, those subdivisions and shall will be disregarded in construing the language hereofcontained in those subdivisions. The words “this Agreement,” “this instrument,” “herein,” “hereof,” “hereby,” “hereunder” and “hereof,” and words of similar import, import refer to this Agreement as a whole and not to any particular Article, Section, subsection or subdivision unless expressly so limited. The words phrases “this Articlesection” and “this Section,subsection” and words of similar import, phrases refer only to the Article, Section sections or subsection hereof subsections of this Agreement in which such words those phrases occur. (b) . The word “or” is not exclusive, and ; the word “including” (in its various forms) means “including without limitation. .” Pronouns in masculine, feminine or and neuter genders Benders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. The word “will” shall be construed to have the same meaning and effect as the word “shall. ” Unless the context requires otherwise (ca) A any reference in this Agreement herein to any statute law shall be construed as referring to such statute law as amended amended, modified, codified or reenacted, in whole or in Part, and in effect from time to time, (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to the restrictions contained herein), (c) with respect to the determination of any time period, the word “from” means “from and including” and the rules word “to” means “to and regulations promulgated thereunderincluding.” No provision of this Agreement or any other Loan Document shall be interpreted or construed against any Person solely because such Person or its legal representative drafted such provision.

References and Titles. (a) All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections and other subdivisions of or to this Agreement, Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or subdivision unless expressly so limited. The words “this Article,” “this Section” and “this SectionSubsection,” and words of similar import, refer only to the Article, Section or subsection hereof in which such words occur. (b) The word “or” is not exclusive, and the word “including” (in its various forms) means including without limitation. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. (c) A reference As used in the representations and warranties contained in this Agreement, the phrase “to the knowledge” of the representing Party shall mean to the actual knowledge (and not constructive or imputed knowledge) of one or more of the Responsible Officers of a Party. (d) The Parties have participated jointly in negotiating and drafting this Agreement. In the event an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption of burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision(s) of this Agreement. (e) In addition, each Section of this Agreement is qualified by the matters set forth in the related Section of the Company Disclosure Letter and the Parent Disclosure Letter, as the case may be, and by such matters set forth any place else in this Agreement or in the Company Disclosure Letter or the Parent Disclosure Letter where the applicability of such qualification to any statute shall be the Section of this Agreement is reasonably apparent. Each Section of Article 3 and Article 4 of this Agreement that is qualified by exceptions that refer to the Company Reports or Parent Reports refers only to (i) matters described in such reports where the applicability of such qualification to such statute as amended from time Section of this Agreement is reasonably apparent and (ii) Company Reports or Parent Reports filed prior to time, and the rules and regulations promulgated thereunderdate of this Agreement.

References and Titles. (a) All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections and other subdivisions of or to this Agreement, Agreement unless expressly provided otherwise. Titles appearing at the beginning of any ArticlesArticle, SectionsSection, subsections subsection or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The words “"this Agreement,” “" "herein,” “" "hereby,” “" "hereunder” " and “"hereof,” " and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or subdivision unless expressly so limited. The words “"this Article” and “," "this Section" and "this subsection,” " and words of similar import, refer only to the Article, Section or subsection hereof in which such words occur. (b) . The word “"or” " is not exclusive, and the word “"including” " (in its various forms) means "including without limitation. ." Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. (c) A reference in this Agreement to any statute shall be to such statute as amended from time to time, and the rules and regulations promulgated thereunder.

References and Titles. (a) All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections subsections, and other subdivisions of or to this Agreement, Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections subsections, or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreementsuch Articles, Sections, subsections, or other subdivisions, and shall be disregarded in construing the language hereofcontained therein. The words “"this Agreement,” “" "herein,” “" "hereby,” “" "hereunder” ", and “"hereof,” " and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or subdivision unless expressly so limited. The words “this Article” and “"this Section,” " "this subsection", and words of similar import, refer only to the Article, Section Sections or subsection subsections hereof in which such words occur. (b) . The word “or” is not exclusive, and the word “"including” " (in its various forms) means "including without limitation. ." Pronouns in masculine, feminine feminine, or neuter genders shall be construed to state and include any other gender, gender and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise expressly requires. (c) A reference in this Agreement to any statute . Unless the context otherwise requires, all defined terms contained herein shall be to such statute as amended from time to time, include the singular and plural and the rules conjunctive and regulations promulgated thereunderdisjunctive forms of such defined terms.

References and Titles. (a) All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections and other subdivisions of or to this Agreement, Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or subdivision unless expressly so limited. The words “this Article,” “this Section” and “this SectionSubsection,” and words of similar import, refer only to the Article, Section or subsection hereof in which such words occur. (b) . The word “or” is not exclusive, and the word “including” (in its various forms) means including without limitation. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. (c) A reference . As used in the representations and warranties contained in this Agreement Agreement, the phrase “to any statute the knowledge” of the representing party shall be mean that Responsible Officers of such party, individually or collectively, either (i) know that the matter being represented and warranted is true and accurate or (ii) have no reason, after reasonable inquiry, to such statute as amended from time to time, believe that the matter being represented and the rules warranted is not true and regulations promulgated thereunderaccurate.

References and Titles. (a) All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections subsections, and other subdivisions of or to this Agreement, Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections subsections, or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreementsuch Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language hereofcontained therein. The words “"this Agreement,” “" "herein,” “" "hereby,” “" "hereunder” ," and “"hereof,” " and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or subdivision unless expressly so limited. The words “this Article” and “"this Section,” " "this subsection," and words of similar 45 import, refer only to the Article, Section Sections or subsection subsections hereof in which such words occur. (b) . The word “or” is not exclusive, and the word “"including” " (in its various forms) means "including without limitation. ." Pronouns in masculine, feminine feminine, or neuter genders shall be construed to state and include any other gender, gender and words, terms terms, and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise expressly requires. (c) A reference in this Agreement to any statute . Unless the context otherwise requires, all defined terms contained herein shall be to such statute as amended from time to time, include the singular and plural and the rules conjunctive and regulations promulgated thereunderdisjunctive forms of such defined terms.

References and Titles. (a) All references in this Agreement to Exhibits, Schedules, Articlesarticles, Sectionssections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articlesarticles, Sectionssections, subsections and other subdivisions of or to this Agreement, Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections or other subdivisions of this Agreement are for convenience only, only and do not constitute any part of this Agreement, such subdivisions and shall be disregarded in construing the language hereofcontained in such subdivisions. The words “"this Agreement,” “", "this instrument", "herein,” “", "hereof", "hereby,” “", "hereunder” and “hereof,” " and words of similar import, import refer to this Agreement as a whole and not to any particular Article, Section, subsection or subdivision unless expressly so limited. The words “phrases "this Article” section" and “"this Section,” subsection" and words of similar import, phrases refer only to the Article, Section sections or subsection subsections hereof in which such words phrases occur. (b) . The word “"or” " is not exclusive, and the word “"including” " (in its various forms) means "including without limitation". Phrases such as "known to Borrower" or "to the best knowledge of Borrower" refer to the actual knowledge (as distinguished from constructive knowledge) of any of the following: Borrower's President, Borrower's Chief Executive Officer, Borrower's Chief Financial Officer, Borrower's general counsel, Borrower's Treasurer, or any Vice President of Borrower. Pronouns in masculine, feminine or and neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. (c) A reference in this Agreement to any statute shall be to such statute as amended from time to time, and the rules and regulations promulgated thereunder.

References and Titles. (a) All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections subsections, and other subdivisions of or to this Agreement, Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections subsections, or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreementsuch Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language hereofcontained therein. The words “this Agreement,” “herein,” “hereby,” “hereunder,” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or subdivision unless expressly so limited. The words “this ArticleSection,” and “this Sectionsubsection,” and words of similar import, refer only to the Article, Section Sections or subsection subsections hereof in which such words occur. (b) . The word “or” is not exclusive, and the word “including” (in its various forms) means including “including, without limitation. ” and “including but not limited to.” Pronouns in masculine, feminine feminine, or neuter genders shall be construed to state and include any other gender, gender and words, terms terms, and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise expressly requires. (c) A reference in . Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms. The parties have executed this Agreement to any statute shall be to such statute as amended from time to time, and of the rules and regulations promulgated thereunder.date first written above. By: Name: Title:

References and Titles. (a) All references in this Agreement to Exhibits, Schedules, Articlesarticles, Sectionssections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articlesarticles, Sectionssections, subsections and other subdivisions of or this Agreement unless expressly provided otherwise. All references in this Agreement to this Agreement, any Person refer to such Person's successors and assigns unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections or other subdivisions of this Agreement are for convenience only, only and do not constitute any part of this Agreement, such subdivisions and shall be disregarded in construing the language hereofcontained in such subdivisions. The words “"this Agreement,” “", "this instrument", "herein,” “", "hereof", "hereby,” “", "hereunder” and “hereof,” " and words of similar import, import refer to this Agreement as a whole and not to any particular Article, Section, subsection or subdivision unless expressly so limited. The words “phrases "this Article” section" and “"this Section,” subsection" and words of similar import, phrases refer only to the Article, Section sections or subsection subsections hereof in which such words phrases occur. (b) . The word “"or” " is not exclusive, and the word “"including” " (in its various forms) means "including without limitation". Pronouns in masculine, feminine or and neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. (c) A reference in this Agreement to any statute shall be to such statute as amended from time to time, and the rules and regulations promulgated thereunder.

References and Titles. (a) All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections and other subdivisions of or to this Agreement, Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The words “"this Agreement,” “" "herein,” “" "hereby,” “" "hereunder” " and “"hereof,” " and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or subdivision unless expressly so limited. The words “"this Article” and “," "this Section" and "this Subsection,” " and words of similar import, refer only to the Article, Section or subsection hereof in which such words occur. (b) . The word “or” "OR" is not exclusive, and the word “"including” " (in its various forms) means including without limitation. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. (c) A reference in this Agreement to any statute shall be to such statute as amended from time to time, and the rules and regulations promulgated thereunder.