Section # Interpretation. Unless the context of this Agreement otherwise requires, # words of any gender include each other gender; # words using the singular or plural number also include the plural or singular number, respectively; # the terms “hereof,” “herein,” “hereby” and derivative or similar words refer to this entire Agreement; # the terms “Article” or “Section” refer to the specified Article or Section of this Agreement and # the word “including” means “including without limitation.”

Other Interpretive Matters. Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation apply: # whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine, and neuter, and the singular includes the plural, and the plural includes the singular; # the words such as “herein,” “hereinafter,” “hereof,” and “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 variation thereof means “including, without limitation” and does not limit any general statement that it follows to the specific or similar 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 into Sections and the insertion of headings are for convenience of reference only and do not affect, 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 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.

Certain Interpretive Matters. Unless the context of this Agreement otherwise requires, # “it” or “its” or words of any gender include each other gender, # words using the singular or plural number also include the plural or singular number, respectively, # the terms “hereof,” “herein,” “hereby” and derivative or similar words refer to this entire Agreement, # the terms “Article,” “Section,” “Annex” or “Exhibit” refer to the specified Article, Section, Annex or Exhibit of or to this Agreement, # the terms “include,” “includes” and “including” will be deemed to be followed by the words “without limitation” (whether or not so expressed), and # the word “or” is disjunctive but not exclusive. Whenever this Agreement refers to a number of days, such number will refer to calendar days unless business days are specified and whenever action must be taken (including the giving of notice or the delivery of documents) under this Agreement during a certain period of time or by a particular date that ends or occurs on a non-business day, then such period or date will be extended until the immediately following business day. As used herein, “business day” means any day other than Saturday, Sunday or a United States federal holiday.

Interpretation. Unless the context of this Agreement clearly requires otherwise, # references to the plural include the singular, the singular 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 # references to “hereunder” or “herein” relate to this Agreement.

Section # Interpretive Provisions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, # terms used herein include, as appropriate, all genders and the plural as well as the singular, # references to words such as “herein”, “hereof” and the like shall refer to this Agreement as a whole and not to any particular part, Article or Section herein, # references to an Article or Section such as “Article One” or “Section 1.01” shall refer to the applicable Article or Section of this Agreement, # the term “include” and all variations thereof shall mean “include without limitation” and # the term “proceeds” shall have the meaning ascribed to such term in the UCC.

Section # Interpretation. When used in this Agreement, unless a contrary intention appears: # a term has the meaning assigned to it; # “or” is not exclusive; # “including” means including without limitation; # words in the singular include the plural and words in the plural include the singular; # any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein; # references to a Person are also to its successors and permitted assigns; # the words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision hereof; # references contained herein to Article, Section, subsection, Schedule and Exhibit, as applicable, are references to Articles, Sections, subsections, Schedules and Exhibits in this Agreement unless otherwise specified; # references to “writing” include printing, typing, lithography and other means of reproducing words in a visible form; and # the term “proceeds” has the meaning set forth in the applicable UCC.

Section # Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the 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”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof and # all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement.

For purposes of this Agreement, # those words, names, or terms which are specifically defined herein shall have the meaning specifically ascribed to them; # wherever from the context it appears appropriate, each term stated either in the singular or plural shall include the singular and plural; # wherever from the context it appears appropriate, the masculine, feminine, or neuter gender, shall each include the others; # the words “hereof”, “herein”, “hereunder”, and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole, and not to any particular provision of this Agreement; # all references to “Dollars” or “$” shall be construed as being United States Dollars; # the term “including” is not limiting and means “including without limitation”; and, # all references to all statutes, statutory provisions, regulations, or similar administrative provisions shall be construed as a reference to such statute, statutory provision, regulation, or similar administrative provision as in force at the date of this Agreement and as may be subsequently amended.