Interpretation. The Board will make all determinations under this Agreement and will have the exclusive authority to interpret its terms and conditions. All determinations and interpretations made by the Board will be final for all purposes and binding on the parties.

Interpretation. As both parties having had the opportunity to consult with legal counsel, no provision of this Agreement shall be construed against or interpreted to the disadvantage of any party by reason of such party having, or being deemed to have, drafted, devised, or imposed such provision.

Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by Optionee or by the Company forthwith to the Company’s Board of Directors or committee thereof that is responsible for the administration of the Plan (the “Administrator”), which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Administrator shall be final and binding on the Company and on Optionee.

Interpretation. This Agreement is the result of negotiations between the parties, who were each given the opportunity to fully review this Agreement and consult the services and advice of an attorney. This Agreement shall not be construed more strictly against the Company simply because it or its attorney was the party responsible for its preparation. The provisions of this Agreement shall be construed as an agreement independent of the other terms of employment with the Company. A breach of any material provision of this Agreement (including without limitation Section 9 through Section 13 shall be grounds for immediate dismissal by the Company for cause. The existence of any claim or cause of action by Employee against the Company shall not constitute a defense to the enforcement by the Company of Section 9 through Section 13.

Interpretation. Any dispute regarding the interpretation of this Exercise Notice shall be submitted by Participant or by the Company forthwith to the Administrator, which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Administrator shall be final and binding on all parties.

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.

When a reference is made in this Agreement to schedules or exhibits, such reference will be to a schedule or exhibit to this Agreement unless otherwise indicated.

Interpretation. Any dispute regarding the interpretation of this Award shall be submitted by the Grantee or the Company to the Committee for review. The resolution of such dispute by the Committee shall be final and binding on the Grantee and the Company.

Interpretation. The interpretation and construction of any terms or conditions of the Plan or this PSU award by the Compensation Committee shall be final and conclusive.

Interpretation. For purposes of this Amendment No. 11, all terms used herein which are not otherwise defined herein, including but not limited to, those terms used in the recitals hereto, shall have the respective meanings assigned thereto in the Credit Agreement as amended by this Amendment No. 11.