Interpretation. For all purposes of this Agreement, unless otherwise expressly provided or unless the context otherwise requires: # the singular form of nouns shall include the plural, and vice versa; # the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words, “without limitation”; # the words “herein”, “hereto” and “hereby”, and other words of similar import, refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement; and # section headings are for reference only and do not affect the interpretation of this Agreement.

Interpretation. For allOther Interpretive Matters. Unless otherwise expressly provided, for purposes of this Agreement, unless otherwise expressly provided or unlessthe following rules of interpretation apply: # whenever the context otherwise requires: #requires, the gender of all words used in this Agreement includes the masculine, feminine, and neuter, and the singular form of nouns shall includeincludes the plural, and vice versa;the plural includes the singular; # the words “include” and “including,such as “herein,” “hereinafter,” “hereof,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words, “without limitation”; # the words “herein”, “hereto” and “hereby”, and other words of similar import,“hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires; the word “including” or any particular sectionvariation thereof means “including, without limitation” and does not limit any general statement that it follows to the specific or other subdivisionsimilar items or matters immediately following it; the word “or” shall be disjunctive but not exclusive; references to “written” or “in writing” include in electronic form; # the division of this Agreement;Agreement into Sections and # sectionthe insertion of headings are for convenience of reference only and do not affectaffect, and shall not be utilized in construing or interpreting, this Agreement, and all references in this Agreement to any “Section” are to the corresponding Section of this Agreement unless otherwise specified; and # each Party acknowledges that it and its attorney have been given an equal opportunity to negotiate the terms and conditions of this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party or any similar rule operating against the drafter of an agreement shall not be applicable to the construction or interpretation of this Agreement.

Interpretation. For all purposes ofWhenever the term “include” or “including” is used in this Agreement, unless otherwise expressly providedit shall mean “including, without limitation,” (whether or unless the context otherwise requires: # the singular form of nouns shall include the plural,not such language is specifically set forth) and vice versa; # the words “include” and “including,” and variations thereof, shall not be deemed to be termslimit the range of limitation, but rather shall be deemedpossibilities to be followed by the words, “without limitation”; # thethose items specifically enumerated. The words “herein”“hereof”, “hereto”“herein” and “hereby”,“hereunder” and other words of similar import,import refer to this Agreement as a whole and not to any particular sectionprovision. Terms defined in the singular have a comparable meaning when used in the plural and vice versa. As used in this Agreement, the word “or” shall not be exclusive, and the masculine, feminine or other subdivision ofneuter gender shall be deemed to include the others whenever the context so indicates or requires. All references herein to a “party” or “parties” are to a party or parties to this Agreement; and # section headings are for reference only and do not affect the interpretation of this Agreement.Agreement unless otherwise specified.

Interpretation. For all purposesWhenever any provision of this Agreement, unless otherwise expressly provided or unlessAgreement uses the context otherwise requires: # the singular form of nouns shall include the plural, and vice versa; # the words “include” and “including,” and variations thereof, shall notterm “including” (or “includes”), such term will be deemed to be terms of limitation, but rather shall be deemed to be followed by the words, “without limitation”; # the words “herein”, “hereto” and “hereby”,mean “including without limitation” (or “includes without limitations”). “Herein,” “hereby,” “hereunder,” “hereof” and other equivalent words of similar import, refer to this Agreement as a wholean entirety and not solely to anythe particular section or other subdivisionportion of this Agreement;Agreement in which any such word is used. Except where the context otherwise requires, whenever used, the singular will include the plural, the plural the singular, the use of any gender will be applicable to all genders and # section headingsthe word “or” is used in the inclusive sense “and/or.” Unless otherwise provided, all references to Sections, Exhibits and Schedules in this Agreement are for reference onlyto Sections, Exhibits and do not affect the interpretationSchedules of this Agreement.

Interpretation. For all purposesUnless the context of this Agreement, unless otherwise expressly provided or unlessAgreement clearly requires otherwise, # references to the context otherwise requires: #plural include the singular, the singular form of nouns shall include the plural, the part the whole, # references to any gender include all genders, # “including” has the inclusive meaning frequently identified with the phrase “but not limited to” and vice versa; # the words “include” and “including,” and variations thereof, shall not be deemedreferences to be terms of limitation, but rather shall be deemed to be followed by the words, “without limitation”; # the words“hereunder” or “herein”, “hereto” and “hereby”, and other words of similar import, refer relate to this Agreement as a whole and not to any particular section or other subdivision of this Agreement; and # section headings are for reference only and do not affect the interpretation of this Agreement.

Section # Interpretation. For all purposesUnless the context of this Agreement, unlessAgreement otherwise expressly providedrequires, # words of any gender include each other gender; # words using the singular or unlessplural number also include the context otherwise requires:plural or singular number, respectively; # the singular form of nouns shall include the plural,terms “hereof,” “herein,” “hereby” and vice versa; # thederivative or similar words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words, “without limitation”; # the words “herein”, “hereto” and “hereby”, and other words of similar import, refer to this Agreement as a whole and notentire Agreement; # the terms “Article” or “Section” refer to any particular sectionthe specified Article or other subdivisionSection of this Agreement;Agreement and # section headings are for reference only and do not affect the interpretation of this Agreement.word “including” means “including without limitation.”

Interpretation. For all purposesWhere specific language is used to clarify by example a general statement contained herein (such as by using the word “including”), such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates. The definitions contained in this Agreement, unless otherwise expressly providedAgreement are applicable to the singular as well as the plural forms of such terms. Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine or unless the context otherwise requires: #neuter forms, and the singular form of nounsnouns, pronouns and verbs shall include the plural,plural and vice versa; # theversa. The words “include” and “including,” and variations thereof,other words of similar import when used herein shall not be deemed to be terms of limitation,limitation but rather shall be deemed to be followed in each case by the words,words “without limitation”; # the words “herein”, “hereto” and “hereby”,limitation.” The word “if” and other words of similar import,import when used herein shall be deemed in each case to be followed by the phrase “and only if.” The words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular sectionArticle, Section or other subdivision of this Agreement; and # section headings are forAgreement. Any reference only and do not affectherein to “dollars” or “$” shall mean United States dollars. The words “as of the interpretationdate of this Agreement.Agreement” and words of similar import shall be deemed in each case to refer to the date this Agreement was first signed. The term “or” shall be deemed to mean “and/or.” Any reference to any particular section of any Law will be interpreted to include any revision of or successor to that section regardless of how it is numbered or classified and any reference herein to a Governmental or Regulatory Authority shall be deemed to include reference to any successor thereto.

Interpretation. For all purposes of this Agreement, unless otherwise expressly provided or unlessExcept where the context otherwise requires:expressly requires otherwise, # the use of any gender herein shall be deemed to encompass references to either or both genders, # the use of the singular form of nouns shall be deemed to include the plural, andplural (and vice versa;versa), # the words “include”, “includes” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather“including” shall be deemed to be followed by the words,phrase “without limitation”;, # the word “will” shall be construed to have the same meaning and effect as the word “shall”, # any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), # any reference herein to any Person shall be construed to include the Person’s successors and assigns, # the words “herein”, “hereto”“hereof” and “hereby”“hereunder”, and other words of similar import, shall be construed to refer to this Agreement as a wholein its entirety and not to any particular provision hereof, # all references herein to Sections, Exhibits or Schedules shall be construed to refer to Sections, Exhibits or Schedules of this Agreement, and references to this Agreement include all Exhibits and Schedules hereto, # the word “notice” means notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement, # provisions that require that a Party, the Parties or any committee hereunder “agree”, “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise (but excluding e-mail and instant messaging), # references to any specific law, rule or regulation, or article, section or other subdivision of this Agreement; and # section headings are for reference only and do not affectdivision thereof, shall be deemed to include the interpretation of this Agreement.then-current amendments thereto or any EAST\200870719.16

Interpretation. For all purposesInterpretation and Rules of this Agreement, unless otherwise expressly provided or unless the context otherwise requires: #Construction. References to the singular form of nouns shall include references to the plural,plural and vice versa; # theversa. The words “include”“include,” “includes” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather“including” when used in this Agreement shall be deemed to be followed by the words,phrase “without limitation”; #limitation.” The words “to the extent” when used in this Agreement shall be deemed to be followed by the phrase “and only to the extent.” Unless the context otherwise requires, references in this Agreement to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement and Exhibits and Schedules to this Agreement shall be deemed to form part of this Agreement. Unless the context otherwise requires, the words “herein”, “hereto”“hereof,” “hereby” and “hereby”,“herein” and other words of similar import,meaning when used in this Agreement refer to this Agreement as a wholein its entirety and not to any particular sectionArticle, Section or other subdivisionprovision of this Agreement;Agreement. The table of contents and # section headings contained in this Agreement are for reference purposes only and doshall not affect in any way the meaning or interpretation of this Agreement. References in this Agreement to US$ shall be to United States dollars and to cash shall be to cash in U.S. dollars.

Interpretation. For all purposesSection # Terms Generally. The definitions of this Agreement, unless otherwise expressly provided or unlessterms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context otherwise requires: # the singular form of nounsmay require, any pronoun shall include the plural,corresponding masculine, feminine and vice versa; # theneuter forms. The words “include”, “includes” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather“including” shall be deemed to be followed by the words,phrase “without limitation”;. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise # any reference herein to any Person shall be construed to include such Person’s successors and assigns, # the words “herein”, “hereto”“hereof” and “hereby”“hereunder”, and other words of similar import, shall be construed to refer to this Agreement as a wholein its entirety and not to any particular section or other subdivision of this Agreement;provision hereof and # section headings are for reference onlyall references herein to Articles, Sections, Exhibits and do not affect the interpretation ofSchedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement.