Common use of References and Titles Clause in Contracts

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposes. Titles appearing at the beginning of any Articles, Sections, subsections 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 subdivision unless expressly so limited. The words “this Article,” “this Section” and “this subsection,” and words of similar import, refer only to the Article, Section or subsection hereof in which such words occur. The word “or” is not exclusive, and the word “including” (in its various forms) means including without limitation. Pronouns in masculine, feminine 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. As used in the representations and warranties contained in this Agreement, the phrase “to the knowledge” of the representing Party refers to the actual knowledge, without a duty of further inquiry, of a Responsible Officer of such representing Party. 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. If the date specified in this Agreement for giving any notice or taking any action is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date that is not a Business Day), then the date for giving such notice or taking such action (and the expiration of such period during which notice is required to be given or action taken) shall be the next day that is a Business Day.

References and Titles. 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 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 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 Article,” “this Section” and “this subsection,” and words of similar import, refer only to the Article, 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 word “including” (in its various forms) means including without limitationextent 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. As used in the representations References to any Law or agreement (or contract) means such Law or agreement (or contract) as it may be amended from time-to-time. If an ambiguity, question of intent or question of interpretation arises, this Agreement must be construed as if drafted jointly, and warranties contained in this Agreementthere must not be any presumption, the phrase “to the knowledge” inference or conclusion drawn against either Party by virtue of the representing Party refers fact that its representatives have authored this Agreement or any of its terms. Any reference to an agreement or contract herein shall include any amendment, modification or replacement thereof that is in accordance with the actual knowledge, without a duty of further inquiry, of a Responsible Officer of such representing Party. Disclosure of a matter on a Schedule hereto shall not be deemed a determination by a Party that such matter is material for purposes provisions of this Agreement. All references to dollar amounts herein refer to United States dollars. If the date specified in this Agreement for giving any notice or taking any action is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date that is not a Business Day), then the date for giving such notice or taking such action (and the expiration of such period during which notice is required to be given or action taken) shall be the next day that is a Business Day.

References and Titles. 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 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, 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 subdivision unless expressly so limited. The words phrases “this Article,” “this Sectionsection” and “this 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. 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. As used The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any reference herein to any law shall be construed as referring to such law as 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 representations and warranties restrictions contained in this Agreementherein), (c) with respect to the determination of any time period, the phrase word “from” means “from and including” and the word “to” means “to the knowledgeand including.” of the representing Party refers to the actual knowledge, without a duty of further inquiry, of a Responsible Officer of such representing Party. Disclosure of a matter on a Schedule hereto shall not be deemed a determination by a Party that such matter is material for purposes No provision of this Agreement. All references to dollar amounts herein refer to United States dollars. If the date specified in this Agreement for giving any notice or taking any action is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date that is not a Business Day), then the date for giving such notice or taking such action (and the expiration of such period during which notice is required to be given or action taken) other Loan Document shall be the next day that is a Business Dayinterpreted or construed against any Person solely because such Person or its legal representative drafted such provision.

References and Titles. 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 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 Section, subsection or other subdivision unless expressly so limited. 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 will be disregarded in construing the language hereof. The words “this Article,” “this Section” and “this subsection,” and words of similar import, refer only to the Article, Section or subsection hereof in which such words occur. The word “or” is not exclusive, and the word “including” (in its various forms) means including without limitation. Each accounting term not defined herein, and each accounting term partly defined herein to the extent not defined, will have the meaning given to it under generally accepted accounting principles, as recognized by the U.S. Financial Accounting Standards Board (or any generally recognized successor). 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 will be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall will be construed to include the plural and vice versa, unless the context otherwise requires. As used in the representations References to any Law or agreement (or contract) mean such Law or agreement (or contract) as it may be amended from time-to-time. If an ambiguity, question of intent or question of interpretation arises, this Agreement must be construed as if drafted jointly, and warranties contained in this Agreementthere must not be any presumption, the phrase “to the knowledge” inference or conclusion drawn against either Party by virtue of the representing Party refers fact that its representatives have authored this Agreement or any of its terms. Any reference to an agreement or contract herein includes any amendment, modification or replacement thereof that is in accordance with the actual knowledge, without a duty of further inquiry, of a Responsible Officer of such representing Party. Disclosure of a matter on a Schedule hereto shall not be deemed a determination by a Party that such matter is material for purposes provisions of this Agreement. All references to dollar amounts herein refer to United States dollars. If the date specified in this Agreement for giving any notice or taking any action is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date that is not a Business Day), then the date for giving such notice or taking such action (and the expiration of such period during which notice is required to be given or action taken) shall be the next day that is a Business Day.

References and Titles. 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 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 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 Article,” “this Section” and “this subsection,” and words of similar import, refer only to the Article, 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 word “including” (in its various forms) means including without limitationextent 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. As used in the representations References to any Law or agreement (or contract) means such Law or agreement (or contract) as it may be amended from time-to-time. If an ambiguity, question of intent or question of interpretation arises, this Agreement must be construed as if drafted jointly, and warranties contained in this Agreementthere must not be any presumption, the phrase “to the knowledge” inference or conclusion drawn against either Party by virtue of the representing Party refers fact that its representatives have authored this Agreement or any of its terms. Any reference to an agreement or contract herein shall include any amendment, modification or replacement thereof that is in accordance with the actual knowledge, without a duty of further inquiry, of a Responsible Officer of such representing Party. Disclosure of a matter on a Schedule hereto shall not be deemed a determination by a Party that such matter is material for purposes provisions of this Agreement. All references to dollar amounts herein refer to United States dollars. If the date specified in this Agreement for giving any notice or taking any action is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date that is not a Business Day), then the date for giving such notice or taking such action (and the expiration of such period during which notice is required to be given or action taken) shall be the next day that is a Business Day.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposes. Titles appearing at the beginning of any Articles, Sections, subsections 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 subdivision unless expressly so limited. The words “this Article,” “this Section” and “this subsection,” and words of similar import, refer only to the Article, Section or subsection hereof in which such words occur. The word “or” is not exclusive, and the word “including” (in its various forms) means including without limitation. Pronouns in masculine, feminine 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. As used in the representations and warranties contained in this Agreement, the phrase “to the knowledge” of the representing Party refers to the actual knowledge, without a duty of further inquiry, of a Responsible Officer of such representing Party. 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. If the date specified in this Agreement for giving any notice or taking any action is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date that is not a Business Day), then the date for giving such notice or taking such action (and the expiration of such period during which notice is required to be given or action taken) shall be the next day that is a Business Day.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposes. Titles appearing at the beginning of any Articles, Sections, subsections 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 subdivision unless expressly so limited. The words “this Article,” “this Section” and “this subsection,” and words of similar import, refer only to the Article, Section or subsection hereof of this Agreement in which such words occur. The word “or” is not exclusive, and the word “including” (in its various forms) means including without limitation. Pronouns in masculine, feminine 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. As used References to a particular statute or regulation include all rules and regulations thereunder and any predecessor or successor statute, rules or regulation, in the representations each case as amended or otherwise modified from time to time. References to a particular Person include such Person’s successors and warranties contained in this Agreement, the phrase “assigns to the knowledge” of the representing Party refers to the actual knowledge, without a duty of further inquiry, of a Responsible Officer of such representing Party. Disclosure of a matter on a Schedule hereto shall extent not be deemed a determination prohibited by a Party that such matter is material for purposes of this Agreement. All references References to dollar amounts herein refer to "$" or "dollars" means United States dollars. If the date specified in this Agreement for giving any notice or taking any action is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date that is not a Business Day), then the date for giving such notice or taking such action (and the expiration of such period during which notice is required to be given or action taken) shall be the next day that is a Business DayDollars.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposes. Titles appearing at the beginning of any Articles, Sections, subsections 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"THIS AGREEMENT,” “herein" "HEREIN,” “hereby" "HEREBY,” “hereunder” " "HEREUNDER" and “hereof"HEREOF,” " and words of similar import, refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The words “this Article"THIS ARTICLE,” “this Section” " "THIS SECTION" and “this subsection"THIS SUBSECTION,” " and words of similar import, refer only to the Article, Section or subsection hereof in which such words occur. The word “or” "OR" is not exclusive, and the word “including” "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. As used in the representations and warranties contained in this Agreement, the phrase “to the knowledge” "TO THE KNOWLEDGE" of the representing Party refers to shall mean that Responsible Officers of such Party, individually or collectively, either (a) know that the actual knowledgematter being represented and warranted is true and accurate or (b) have no reason, without a duty of further after reasonable inquiry, of a Responsible Officer of such representing Party. Disclosure of a to believe that the 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. If the date specified in this Agreement for giving any notice or taking any action being represented and warranted is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date that is not a Business Day), then the date for giving such notice or taking such action (true and the expiration of such period during which notice is required to be given or action taken) shall be the next day that is a Business Dayaccurate.

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 subsectionSection,” 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) As used in the representations and warranties contained in this Agreement, the phrase “to the knowledge” of the representing Party refers or “known” to a representing Party shall mean to the actual knowledge (and not constructive or imputed knowledge, without a duty ) of further inquiry, one or more of a the Responsible Officer Officers of such the representing Party. (d) The Parties have participated jointly in negotiating and drafting this Agreement. Disclosure In the event an ambiguity or a question of a matter on a Schedule hereto intent or interpretation arises, this Agreement shall not be deemed a determination construed as if drafted jointly by a the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party that such matter is material for purposes by virtue of the authorship of any provision(s) of this Agreement. All references to dollar amounts herein refer to United States dollars. If the date specified in this Agreement for giving any notice or taking any action is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date that is not a Business Day), then the date for giving such notice or taking such action (and the expiration of such period during which notice is required to be given or action taken) shall be the next day that is a Business Day.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections subsections, and other subdivisions of or to this Agreement unless expressly provided otherwise. Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposes. Titles appearing at the beginning of any Articles, Sections, subsections subsections, or other subdivisions of this Agreement are for convenience only, do not constitute any part of 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 subdivision unless expressly so limited. The words “this Article,” “"this Section” and “," "this subsection,” " and words of similar import, refer only to the Article, Section Sections or subsection subsections hereof in which such words occur. The word “or” is not exclusive, and the word “"including” " (in its various forms) means "including without limitation. ." Pronouns in masculine, feminine feminine, or neuter genders shall be construed to state and include any other gender, 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. As used in Unless the representations context otherwise requires, all defined terms contained herein shall include the singular and warranties contained in this Agreement, the phrase “to the knowledge” of the representing Party refers to the actual knowledge, without a duty of further inquiry, of a Responsible Officer plural forms of such representing Party. 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. If the date specified in this Agreement for giving any notice or taking any action is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date that is not a Business Day), then the date for giving such notice or taking such action (and the expiration of such period during which notice is required to be given or action taken) shall be the next day that is a Business Daydefined terms.

References and Titles. 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 unless expressly provided otherwise. Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposes. Titles appearing at the beginning of any Articles, Sections, subsections subsections, or other subdivisions of this Agreement are for convenience only, do not constitute any part of 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 subdivision unless expressly so limited. The words “this ArticleSection,” “this Section” and “this subsection,” and words of similar import, refer only to the Article, Section Sections or subsection subsections hereof in which such words occur. The word “or” is not exclusive, and the word “including” (in its various forms) means “including without limitation. .” Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, gender and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise expressly requires. As used in Unless the representations context otherwise requires, all defined terms contained herein shall include the singular and warranties contained in this Agreement, plural and the phrase “to the knowledge” of the representing Party refers to the actual knowledge, without a duty of further inquiry, of a Responsible Officer conjunctive and disjunctive forms of such representing Party. 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. If the date specified in this Agreement for giving any notice or taking any action is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date that is not a Business Day), then the date for giving such notice or taking such action (and the expiration of such period during which notice is required to be given or action taken) shall be the next day that is a Business Daydefined 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 subsectionSection,” 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. As used . (c) The Parties have participated jointly in the representations negotiating and warranties contained in 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 phrase “to the knowledge” Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the representing Party refers to the actual knowledge, without a duty authorship of further inquiry, of a Responsible Officer of such representing Party. Disclosure of a matter on a Schedule hereto shall not be deemed a determination by a Party that such matter is material for purposes any provision(s) of this Agreement. All references to dollar amounts herein refer to United States dollars. If the date specified . (d) A reference in this Agreement for giving to any notice or taking any action is not a Business Day (or if the period during which any notice is required statute shall be to be given or any action taken expires on a date that is not a Business Day)such statute as amended from time to time, then the date for giving such notice or taking such action (and the expiration of such period during which notice is required to be given or action taken) shall be the next day that is a Business Dayrules and regulations promulgated thereunder.

References and Titles. 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 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 Section, subsection or other subdivision unless expressly so limited. The words “this Article,” “this Section” and “this subsection,” and words of similar import, refer only to the Article, Section or subsection hereof in which such words occur. The word “or” is not exclusive, and the word “including” (in its various forms) means including without limitation. 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. As used in the representations References to any Law or agreement (or contract) means such Law or agreement (or contract) as it may be amended from time-to-time. If an ambiguity, question of intent or question of interpretation arises, this Agreement must be construed as if drafted jointly, and warranties contained in this Agreementthere must not be any presumption, the phrase “to the knowledge” inference or conclusion drawn against either Party by virtue of the representing Party refers fact that its representatives have authored this Agreement or any of its terms. Any reference to an agreement or contract herein shall include any amendment, modification or replacement thereof that is in accordance with the actual knowledge, without a duty of further inquiry, of a Responsible Officer of such representing Party. Disclosure of a matter on a Schedule hereto shall not be deemed a determination by a Party that such matter is material for purposes provisions of this Agreement. All references to dollar amounts herein refer to United States dollars. If the date specified in this Agreement for giving any notice or taking any action is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date that is not a Business Day), then the date for giving such notice or taking such action (and the expiration of such period during which notice is required to be given or action taken) shall be the next day that is a Business Day.

References and Titles. 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 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 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 Article,” “this Section” and “this subsection,” and words of similar import, refer only to the Article, Section or subsection hereof in which such words occur. The word “or” is not exclusive, and the word “including” (in its various forms) means including without limitation. Each accounting term not defined herein, and each accounting term partly defined herein to the extent not defined, will have the meaning given to it under GAAP. Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposes. Pronouns in masculine, feminine 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. As used in the representations References to any Law or agreement (or contract) means such Law or agreement (or contract) as it may be amended from time-to-time. If an ambiguity, question of intent or question of interpretation arises, this Agreement must be construed as if drafted jointly, and warranties contained in this Agreementthere must not be any presumption, the phrase “to the knowledge” inference or conclusion drawn against either Party by virtue of the representing Party refers fact that its representatives have authored this Agreement or any of its terms. Any reference to an agreement or contract herein shall include any amendment, modification or replacement thereof that is in accordance with the actual knowledge, without a duty of further inquiry, of a Responsible Officer of such representing Party. Disclosure of a matter on a Schedule hereto shall not be deemed a determination by a Party that such matter is material for purposes provisions of this Agreement. All references to dollar amounts herein refer to United States dollars. If the date specified in this Agreement for giving any notice or taking any action is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date that is not a Business Day), then the date for giving such notice or taking such action (and the expiration of such period during which notice is required to be given or action taken) shall be the next day that is a Business Day.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposes. Titles appearing at the beginning of any Articles, Sections, subsections 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 subdivision unless expressly so limited. The words “this Article,” “this Section” and “this subsectionSubsection,” and words of similar import, refer only to the Article, Section or subsection hereof in which such words occur. The word “or” is not exclusive, and the word “including” (in its various forms) means including without limitation. Pronouns in masculine, feminine 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. As used in the representations and warranties contained in this Agreement, the phrase “to the knowledge” of the representing Party refers to shall mean that Responsible Officers of such Party, individually or collectively, either (a) know that the actual knowledgematter being represented and warranted is true and accurate or (b) have no reason, without a duty of further after reasonable inquiry, of a Responsible Officer of such representing Party. Disclosure of a to believe that the 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. If the date specified in this Agreement for giving any notice or taking any action being represented and warranted is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date that is not a Business Day), then the date for giving such notice or taking such action (true and the expiration of such period during which notice is required to be given or action taken) shall be the next day that is a Business Dayaccurate.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposes. Titles appearing at the beginning of any Articles, Sections, subsections 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"THIS AGREEMENT,” “herein" "HEREIN,” “hereby" "HEREBY,” “hereunder” " "HEREUNDER" and “hereof"HEREOF,” " and words of similar import, refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The words “this Article"THIS ARTICLE,” “this Section” " "THIS SECTION" and “this subsection"THIS SUBSECTION,” " and words of similar import, refer only to the Article, Section or subsection hereof in which such words occur. 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 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. As used in the representations and warranties contained in this Agreement, the phrase “to the knowledge” "TO THE KNOWLEDGE" of the representing Party refers to the actual knowledge, without a duty of further inquiry, of a party shall mean that Responsible Officer Officers of such representing Party. Disclosure of a party, individually or collectively, either (a) know that the matter on a Schedule hereto shall not be deemed a determination by a Party being represented and warranted is true and accurate or (b) have no reason, after reasonable inquiry, to believe that such the matter is material for purposes of this Agreement. All references to dollar amounts herein refer to United States dollars. If the date specified in this Agreement for giving any notice or taking any action being represented and warranted is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date that is not a Business Day), then the date for giving such notice or taking such action (true and the expiration of such period during which notice is required to be given or action taken) shall be the next day that is a Business Dayaccurate.

References and Titles. All references Words of any gender used in this Agreement each Loan Document shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural and vice versa, unless the context otherwise requires. References in any Loan Document to Exhibits, Schedules, Articles, Sections, subsections and or other subdivisions shall refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections and other or subdivisions of that Loan Document, unless specific reference is made to another document or to this Agreement unless expressly provided otherwiseinstrument. Exhibits and Schedules referred to herein any Loan Document shall be deemed incorporated by reference to such Loan Document. All capitalized terms used in each Loan Document which refer to other documents shall be deemed to refer to such other documents as they may be renewed, extended, supplemented, amended or otherwise modified from time to time, provided such documents are attached to and by this reference incorporated herein for all purposes. Titles appearing at the beginning not renewed, extended or modified in breach of any Articlesprovision contained in the Loan Documents or, Sectionsin the case of any other document to which Agent or any Lender is a party or of which Agent or any Lender is an intended beneficiary, subsections or other subdivisions without the consent of this Agreement are for convenience onlyAgent and, do to the extent required herein, Lenders. All accounting terms used but not constitute specifically defined in any part of this Agreement, and Loan Document shall be disregarded construed in construing the language hereofaccordance with GAAP. The words “"this Agreement,” “", "herein,” “", "hereof", "hereby,” “", "hereunder” and “hereof,” " and words of similar import, import when used in each Loan Document refer to this Agreement that Loan Document as a whole and not to any particular subdivision unless expressly so limited. The words “phrases "this Article,” “Paragraph", "this subparagraph", "this Section” and “", "this subsection,” " and words of similar import, phrases used in any operative document refer only to the ArticleParagraph, Section subparagraph, Section, subsection or subsection hereof other subdivision described in which such words occur. The word “or” is not exclusive, and the word “including” (in its various forms) means including without limitation. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requiresphrase occurs. As used in the representations and warranties contained Loan Documents the word "or" is not exclusive. As used in this Agreementthe Loan Documents, the phrase “words "include", "including" and similar terms shall be construed as if followed by "without limitation to". Unless otherwise specified, references herein to the knowledge” of the representing Party any particular Person also refers to the actual knowledge, without a duty of further inquiry, of a Responsible Officer of such representing Party. 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. If the date specified in this Agreement for giving any notice or taking any action is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date that is not a Business Day), then the date for giving such notice or taking such action (its successors and the expiration of such period during which notice is required to be given or action taken) shall be the next day that is a Business Daypermitted assigns.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections subsections, and other subdivisions of or to this Agreement unless expressly provided otherwise. Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposes. Titles appearing at the beginning of any Articles, Sections, subsections subsections, or other subdivisions of this Agreement are for convenience only, do not constitute any part of 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 subdivision unless expressly so limited. The words “this Article,” “"this Section” " and “"this subsection,” " and words of similar import, refer only to the Article, Section Sections or subsection subsections hereof in which such words occur. The word “"or” " is not exclusive, and the word “"including” " (in its various forms) means "including without limitation. ." Pronouns in masculine, feminine feminine, or neuter genders shall be construed to state and include any other gender, 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. As used in Unless the representations context otherwise requires, all defined terms contained herein shall include the singular and warranties contained in this Agreement, plural and the phrase “to the knowledge” of the representing Party refers to the actual knowledge, without a duty of further inquiry, of a Responsible Officer conjunctive and disjunctive forms of such representing Party. 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. If the date specified in this Agreement for giving any notice or taking any action is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date that is not a Business Day), then the date for giving such notice or taking such action (and the expiration of such period during which notice is required to be given or action taken) shall be the next day that is a Business Daydefined terms.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections subsections, and other subdivisions of or to this Agreement unless expressly provided otherwise. Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposes. Titles appearing at the beginning of any Articles, Sections, subsections subsections, or other subdivisions of this Agreement are for convenience only, do not constitute any part of 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 subdivision unless expressly so limited. The words “this Article,” “"this Section” and “," "this subsection,” " and words of similar 45 import, refer only to the Article, Section Sections or subsection subsections hereof in which such words occur. The word “or” is not exclusive, and the word “"including” " (in its various forms) means "including without limitation. ." Pronouns in masculine, feminine feminine, or neuter genders shall be construed to state and include any other gender, 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. As used in Unless the representations context otherwise requires, all defined terms contained herein shall include the singular and warranties contained in this Agreement, plural and the phrase “to the knowledge” of the representing Party refers to the actual knowledge, without a duty of further inquiry, of a Responsible Officer conjunctive and disjunctive forms of such representing Party. 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. If the date specified in this Agreement for giving any notice or taking any action is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date that is not a Business Day), then the date for giving such notice or taking such action (and the expiration of such period during which notice is required to be given or action taken) shall be the next day that is a Business Daydefined terms.

References and Titles. 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 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 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 subdivision unless expressly so limited. The words “this ArticleSection,” “this Sectionsection,” and “this subsection,” and words of similar import, refer only to the ArticleSections, Section section or subsection subsections hereof in which such words occur. The word “or” is not exclusive, and the word “including” (in its various forms) means including “including, without limitation. .” Pronouns in masculine, feminine 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. As used in Unless the representations context otherwise expressly requires, all defined terms contained herein shall include the singular and warranties contained in this Agreement, plural and the phrase “to the knowledge” of the representing Party refers to the actual knowledge, without a duty of further inquiry, of a Responsible Officer conjunctive and disjunctive forms of such representing Party. 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 Agreementdefined terms. All references to dollar amounts accounting terms not specifically defined herein refer to United States dollars. If the date specified in this Agreement for giving any notice or taking any action is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date that is not a Business Day), then the date for giving such notice or taking such action (and the expiration of such period during which notice is required to be given or action taken) shall be the next day that is a Business Dayconstrued in accordance with GAAP.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections subsections, and other subdivisions of or to this Agreement unless expressly provided otherwise. Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposes. Titles appearing at the beginning of any Articles, Sections, subsections subsections, or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreementsuch Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language hereofcontained therein. The words “this Agreement"THIS AGREEMENT,” “herein" "HEREIN,” “hereby" "HEREBY,” “hereunder” " "HEREUNDER," and “hereof"HEREOF,” " and words of similar import, refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The words “this Article"THIS SECTION,” “this Section” and “this subsection" "THIS SUBSECTION,” " and words of similar import, refer only to the Article, Section Sections or subsection subsections hereof in which such words occur. The word “or” is not exclusive, and the word “including” "INCLUDING" (in its various forms) means including without limitation. "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. As used in Unless the representations context otherwise requires, all defined terms contained herein shall include the singular and warranties contained in this Agreement, plural and the phrase “to the knowledge” of the representing Party refers to the actual knowledge, without a duty of further inquiry, of a Responsible Officer conjunctive and disjunctive forms of such representing Party. 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. If the date specified in this Agreement for giving any notice or taking any action is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date that is not a Business Day), then the date for giving such notice or taking such action (and the expiration of such period during which notice is required to be given or action taken) shall be the next day that is a Business Daydefined terms.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections subsections, and other subdivisions of or to this Agreement unless expressly provided otherwise. Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposes. Titles appearing at the beginning of any Articles, Sections, subsections subsections, or other subdivisions of this Agreement are for convenience only, do not constitute any part of 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 subdivision unless expressly so limited. The words “this Article,” “"this Section” and “," "this subsection,” " and words of similar import, refer only to the Article, Section Sections or subsection subsections hereof in which such words occur. The word “"or” " is not exclusive, and the word “"including” " (in its various forms) means "including without limitation. ." Pronouns in masculine, feminine feminine, or neuter genders shall be construed to state and include any other gender, 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. As used in the representations and warranties contained in this Agreement, the phrase “to the knowledge” of the representing Party refers to the actual knowledge, without a duty of further inquiry, of a Responsible Officer of such representing Party. 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. If the date specified in this Agreement for giving any notice or taking any action is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date that is not a Business Day), then the date for giving such notice or taking such action (and the expiration of such period during which notice is required to be given or action taken) shall be the next day that is a Business Day.expressly

References and Titles. 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 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, 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 subdivision unless expressly so limited. The words “phrases "this Article,” “this Section” section" and “"this 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. 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. As used The word "will" shall be construed to have the same meaning and effect as the word "shall." Unless the context requires otherwise (a) any reference herein to any law shall be construed as referring to such law as 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 representations and warranties restrictions contained in this Agreementherein), (c) with respect to the determination of any time period, the phrase “word "from" means "from and including" and the word "to" means "to the knowledge” of the representing Party refers to the actual knowledge, without a duty of further inquiry, of a Responsible Officer of such representing Party. Disclosure of a matter on a Schedule hereto shall not be deemed a determination by a Party that such matter is material for purposes and including." No provision of this Agreement. All references to dollar amounts herein refer to United States dollars. If the date specified in this Agreement for giving any notice or taking any action is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date that is not a Business Day), then the date for giving such notice or taking such action (and the expiration of such period during which notice is required to be given or action taken) shall be the next day that is a Business Dayinterpreted or construed against any Person solely because such Person or its legal representative drafted such provision.

References and Titles. All references in this Agreement to --------------------- Exhibits, Schedules, Articles, Sections, subsections subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections subsections, and other subdivisions of or to this Agreement unless expressly provided otherwise. Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposes. Titles appearing at the beginning of any Articles, Sections, subsections subsections, or other subdivisions of this Agreement are for convenience only, do not constitute any part of 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 subdivision unless expressly so limited. The words “this Article,” “"this Section” and “," "this subsection,” " and words of similar import, refer only to the Article, Section Sections or subsection subsections hereof in which such words occur. The word “or” is not exclusive, and the word “"including” " (in its various forms) means "including without limitation. ." Pronouns in masculine, feminine feminine, or neuter genders shall be construed to state and include any other gender, 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. As used in Unless the representations context otherwise requires, all defined terms contained herein shall include the singular and warranties contained in this Agreement, plural and the phrase “to the knowledge” of the representing Party refers to the actual knowledge, without a duty of further inquiry, of a Responsible Officer conjunctive and disjunctive forms of such representing Party. 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. If the date specified in this Agreement for giving any notice or taking any action is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date that is not a Business Day), then the date for giving such notice or taking such action (and the expiration of such period during which notice is required to be given or action taken) shall be the next day that is a Business Daydefined terms.

References and Titles. 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 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, 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 subdivision unless expressly so limited. The words phrases “this Article,” “this Sectionsection” and “this 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. 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. As used The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any reference herein to any law shall be construed as referring to such law as 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 representations and warranties restrictions contained in this Agreementherein), (c) with respect to the determination of any time period, the phrase word “from” means “from and including” and the word “to” means “to the knowledgeand including.” of the representing Party refers to the actual knowledge, without a duty of further inquiry, of a Responsible Officer of such representing Party. Disclosure of a matter on a Schedule hereto shall not be deemed a determination by a Party that such matter is material for purposes No provision of this Agreement. All references to dollar amounts herein refer to United States dollars. If the date specified in this Agreement for giving any notice or taking any action is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date that is not a Business Day), then the date for giving such notice or taking such action (and the expiration of such period during which notice is required to be given or action taken) other Loan Document shall be the next day that is a Business Dayinterpreted 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. 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 subsectionSection,” 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) As used in the representations and warranties contained in this Agreement, the phrase “to the knowledge” of the representing Party refers or “known” to a representing Party shall mean to the actual knowledge (and not constructive or imputed knowledge, without a duty ) of further inquiry, one or more of a the Responsible Officer Officers of such the representing Party. (d) The Parties have participated jointly in negotiating and drafting this Agreement. Disclosure In the event an ambiguity or a question of a matter on a Schedule hereto intent or interpretation arises, this Agreement shall not be deemed a determination construed as if drafted jointly by a the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party that such matter is material for purposes by virtue of the authorship of any provision(s) of this Agreement. . (e) All references to dollar amounts herein refer to United States “dollar” or “$” shall mean U.S. dollars. If the date specified in this Agreement for giving any notice or taking any action is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date that is not a Business Day), then the date for giving such notice or taking such action (and the expiration of such period during which notice is required to be given or action taken) shall be the next day that is a Business Day.

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 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, 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 subdivision unless expressly so limited. The words “"this Article,” “" "this Section” " and “"this subsection,” " and words of similar import, refer only to the Article, Section or subsection hereof in which such words occur. The word “"or” " is not exclusive, and the word “"including” " (in its various forms) means including without limitation. Pronouns in masculine, feminine 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. As used in In the representations event of any conflict between GAAP and warranties contained in the terms of this Agreement, the phrase “to the knowledge” of the representing Party refers to the actual knowledge, without a duty of further inquiry, of a Responsible Officer of such representing Party. Disclosure of a matter on a Schedule hereto shall not be deemed a determination by a Party that such matter is material for purposes terms of this Agreement. All references to dollar amounts herein refer to United States dollars. If the date specified in this Agreement for giving any notice or taking any action is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date that is not a Business Day), then the date for giving such notice or taking such action (and the expiration of such period during which notice is required to be given or action taken) shall be the next day that is a Business Daygovern.

References and Titles. All --------------------- references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections subsections, and other subdivisions of or to this Agreement unless expressly provided otherwise. Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposes. Titles appearing at the beginning of any Articles, Sections, subsections subsections, or other subdivisions of this Agreement are for convenience only, do not constitute any part of 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 subdivision unless expressly so limited. The words “this Article,” “"this Section” and “," "this subsection,” " and words of similar import, refer only to the Article, Section Sections or subsection subsections hereof in which such words occur. The word “or” is not exclusive, and the word “"including” " (in its various forms) means "including without limitation. ." Pronouns in masculine, feminine feminine, or neuter genders shall be construed to state and include any other gender, 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. As used in Unless the representations context otherwise requires, all defined terms contained herein shall include the singular and warranties contained in this Agreement, plural and the phrase “to the knowledge” of the representing Party refers to the actual knowledge, without a duty of further inquiry, of a Responsible Officer conjunctive and disjunctive forms of such representing Party. 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. If the date specified in this Agreement for giving any notice or taking any action is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date that is not a Business Day), then the date for giving such notice or taking such action (and the expiration of such period during which notice is required to be given or action taken) shall be the next day that is a Business Daydefined terms.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections subsections, and other subdivisions of or to this Agreement unless expressly provided otherwise. Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposes. Titles appearing at the beginning of any Articles, Sections, subsections subsections, or other subdivisions of this Agreement are for convenience only, 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 subdivision unless expressly so limited. The words “this Article,” “"this Section” and “," "this subsection,” " and words of similar import, refer only to the Article, Section Sections or subsection subsections hereof in which such words occur. The word “or” is not exclusive, and the word “"including” " (in its various forms) means "including without limitation. ." Pronouns in masculine, feminine feminine, or neuter genders shall be construed to state and include any other gender, 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. As used in Unless the representations context otherwise requires, all defined terms contained herein shall include the singular and warranties contained in this Agreement, plural and the phrase “to the knowledge” of the representing Party refers to the actual knowledge, without a duty of further inquiry, of a Responsible Officer conjunctive and disjunctive forms of such representing Party. 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. If the date specified in this Agreement for giving any notice or taking any action is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date that is not a Business Day), then the date for giving such notice or taking such action (and the expiration of such period during which notice is required to be given or action taken) shall be the next day that is a Business Daydefined terms.

References and Titles. All references in this Agreement to --------------------- Exhibits, Schedules, Articles, Sections, subsections subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections subsections, and other subdivisions of or to this Agreement unless expressly provided otherwise. Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposes. Titles appearing at the beginning of any Articles, Sections, subsections subsections, or other subdivisions of this Agreement are for convenience only, do not constitute any part of 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 subdivision unless expressly so limited. The words “this Article,” “"this Section” and “," "this ------------ ---- subsection,” " and words of similar import, refer only to the Article, Section Sections or subsection ---------- subsections hereof in which such words occur. The word “or” is not exclusive, and the word “"including” " (in its various forms) means "including without limitation. ." Pronouns in masculine, feminine ---------------------------- feminine, or neuter genders shall be construed to state and include any other gender, 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. As used in Unless the representations context otherwise requires, all defined terms contained herein shall include the singular and warranties contained in this Agreement, the phrase “to the knowledge” of the representing Party refers to the actual knowledge, without a duty of further inquiry, of a Responsible Officer plural forms of such representing Party. 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 Agreementdefined terms. All references to dollar amounts herein refer to United States dollars. If the date specified in this Agreement for giving any notice to "the Company and its Subsidiaries" or taking any action is not to "the Company and its Material Subsidiaries" means the Company and its Subsidiaries or the Company and its Material Subsidiaries, as the case may be, taken as a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date that is not a Business Day), then the date for giving such notice or taking such action (and the expiration of such period during which notice is required to be given or action taken) shall be the next day that is a Business Daywhole.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections subsections, and other subdivisions of or to this Agreement unless expressly provided otherwise. Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposes. Titles appearing at the beginning of any Articles, Sections, subsections subsections, or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreementsuch Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language hereofcontained therein. The words “this Agreement"THIS AGREEMENT,” “herein" "HEREIN,” “hereby" "HEREBY,” “hereunder” " "HEREUNDER," and “hereof"HEREOF,” " and words of similar import, refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The words “this Article"THIS SECTION,” “this Section” and “this subsection" "THIS SUBSECTION,” " and words of similar import, refer only to the Article, Section Sections or subsection subsections hereof in which such words occur. The word “or” is not exclusive, and the word “including” "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. As used in Unless the representations context otherwise requires, all defined terms contained herein shall include the singular and warranties contained in this Agreement, the phrase “to the knowledge” of the representing Party refers to the actual knowledge, without a duty of further inquiry, of a Responsible Officer plural forms of such representing Party. 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. If the date specified in this Agreement for giving any notice or taking any action is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date that is not a Business Day), then the date for giving such notice or taking such action (and the expiration of such period during which notice is required to be given or action taken) shall be the next day that is a Business Daydefined terms.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections subsections, and other subdivisions of or to this Agreement unless expressly provided otherwise. Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposes. Titles appearing at the beginning of any Articles, Sections, subsections subsections, or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreementsuch Articles, Sections, subsections, or other subdivisions, and shall be disregarded in construing the language hereofcontained in such subdivisions. The words “"this Agreement,” “" "herein,” “" "hereby,” “" "hereunder” ," and “"hereof,” " and words of similar import, refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The words “this Article,” “"this Section” " and “"this subsection,” " and words of similar import, refer only to the Article, Section Sections or subsection subsections hereof in which such words occur. The word “"or” " is not exclusive, and the word “"including” " (in its various forms) means "including without limitation. ." Pronouns in masculine, feminine feminine, or neuter genders shall be construed to state and include any other gender, and words, terms terms, and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise expressly requires. As used in the representations and warranties contained in this Agreement, the phrase “"to the knowledge” of knowledge of" shall mean, with respect to a specified representing party, that the representing Party refers to the actual knowledge, without a duty of further inquiry, of a Responsible Officer Officers of such representing Party. Disclosure party, individually or collectively, have conducted such investigations and inquiries that they reasonably believe to be most likely to confirm the truth and accuracy of a the matter on a Schedule hereto shall not being represented and warranted (or have caused such investigations and inquiries to be deemed a determination by a Party made under their supervision) and, after evaluating the findings of such investigations and inquiries, either (a) know that such the matter being represented and warranted is material for purposes of this Agreement. All references true and accurate or (b) have no reason to dollar amounts herein refer to United States dollars. If believe that the date specified in this Agreement for giving any notice or taking any action matter being represented and warranted is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date that is not a Business Day), then the date for giving such notice or taking such action (true and the expiration of such period during which notice is required to be given or action taken) shall be the next day that is a Business Dayaccurate.

References and Titles. All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections subsections, and other subdivisions of or to this Agreement unless expressly provided otherwise. Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposes. Titles appearing at the beginning of any Articles, Sections, subsections subsections, or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreementsuch Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language hereofcontained therein. The words “this Agreement"THIS AGREEMENT,” “herein" "HEREIN,” “hereby" "HEREBY,” “hereunder” " "HEREUNDER," and “hereof"HEREOF,” " and words of similar import, refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The words “this Article"THIS SECTION,” “this Section” and “this subsection" "THIS SUBSECTION,” " and words of similar import, refer only to the Article, Section Sections or subsection subsections hereof in which such words occur. The word “or” is not exclusive, and the word “including” "INCLUDING" (in its various forms) means including without limitation. "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. As used in Unless the representations context otherwise requires, all defined terms contained herein shall include the singular and warranties contained in this Agreement, plural and the phrase “to the knowledge” of the representing Party refers to the actual knowledge, without a duty of further inquiry, of a Responsible Officer conjunctive and disjunctive forms of such representing Partydefined terms. 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. If the date specified in this Agreement for giving any notice or taking any action is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date that is not a Business Day), then the date for giving such notice or taking such action (and the expiration of such period during which notice is required to be given or action taken) shall be the next day that is a Business Day.ARTICLE 2

References and Titles. 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 unless expressly provided otherwise. Exhibits and Schedules referred to herein are attached any Loan Document shall be deemed incorporated by reference in such Loan Document. References to any document, instrument, or agreement (a) shall include all exhibits, schedules, and by this reference incorporated herein for other attachments thereto, and (b) shall include all purposesdocuments, 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 subdivision unless expressly so limited. The words phrases “this Article,” “this Sectionsection” and “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. The word “or” is not exclusive, and the word “including” (in its various forms) means “including without limitation”. Except as expressly provided otherwise, 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. As used in Accounting terms have the representations and warranties contained in this Agreementmeanings assigned to them by GAAP, as applied by the phrase 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 the knowledge” of the representing Party refers to the actual knowledge, without a duty of further inquiry, of a Responsible Officer of such representing Party. 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 any particular Person also refer to United States dollars. If the date specified in this Agreement for giving any notice or taking any action is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date that is not a Business Day), then the date for giving such notice or taking such action (its successors and the expiration of such period during which notice is required to be given or action taken) shall be the next day that is a Business Daypermitted assigns.

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. 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 subdivision unless expressly so limited. The words “this Article,” “this Section” and “this subsectionSubsection,” 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) As used in the representations and warranties contained in this Agreement, the phrase “to the knowledge” of the representing Party refers shall mean to the actual knowledge (and not constructive or imputed knowledge, without a duty ) of further inquiry, one or more of the Responsible Officers of a Responsible Officer Party. (d) The Parties have participated jointly in negotiating and drafting this Agreement. In the event an ambiguity or a question of such representing Party. Disclosure intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption of a matter on a Schedule hereto burden of proof shall not be deemed a determination arise favoring or disfavoring any Party by a Party that such matter is material for purposes virtue of the authorship of any provision(s) of this Agreement. All references to dollar amounts herein refer to United States dollars. If . (e) In addition, each Section of this Agreement is qualified by the date specified 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 for giving any notice or taking any action in the Company Disclosure Letter or the Parent Disclosure Letter where the applicability of such qualification to the Section of this Agreement is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date reasonably apparent. Each Section of Article 3 and Article 4 of this Agreement that is not a Business Day), then 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 Section of this Agreement is reasonably apparent and (ii) Company Reports or Parent Reports filed prior to the date for giving such notice or taking such action (and the expiration of such period during which notice is required to be given or action taken) shall be the next day that is a Business Daythis Agreement.

References and Titles. 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 unless expressly provided otherwise. Exhibits and Schedules referred to herein are attached 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 by this reference incorporated herein for other attachments thereto, and (b) shall include all purposesdocuments, 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 subdivision unless expressly so limited. The words phrases “this Article,” “this Sectionsection” and “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. 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. As used in Accounting terms have the representations and warranties contained in this Agreementmeanings assigned to them by GAAP, as applied by the phrase 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 the knowledge” of the representing Party refers to the actual knowledge, without a duty of further inquiry, of a Responsible Officer of such representing Party. 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 any particular Person also refer to United States dollars. If the date specified in this Agreement for giving any notice or taking any action is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date that is not a Business Day), then the date for giving such notice or taking such action (its successors and the expiration of such period during which notice is required to be given or action taken) shall be the next day that is a Business Daypermitted assigns.

References and Titles. All references in this Agreement to Exhibits, --------------------- Schedules, Articles, Sections, subsections subsections, and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections subsections, and other subdivisions of or to this Agreement unless expressly provided otherwise. Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposes. Titles appearing at the beginning of any Articles, Sections, subsections subsections, or other subdivisions of this Agreement are for convenience only, do not constitute any part of 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 subdivision unless expressly so limited. The words “this Article,” “"this Section” and “," "this subsection,” " and words of similar import, refer only to the Article, Section Sections or subsection subsections hereof in which such words occur. The word “or” is not exclusive, and the word “"including” " (in its various forms) means "including without limitation. ." Pronouns in masculine, feminine feminine, or neuter genders shall be construed to state and include any other gender, 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. As used in Unless the representations context otherwise requires, all defined terms contained herein shall include the singular and warranties contained in this Agreement, plural and the phrase “to the knowledge” of the representing Party refers to the actual knowledge, without a duty of further inquiry, of a Responsible Officer conjunctive and disjunctive forms of such representing Party. 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. If the date specified in this Agreement for giving any notice or taking any action is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date that is not a Business Day), then the date for giving such notice or taking such action (and the expiration of such period during which notice is required to be given or action taken) shall be the next day that is a Business Daydefined terms.