Section # Construction. Unless the context requires otherwise: # any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; # references to Articles and Sections refer to Articles and Sections of this Agreement; # the terms “include,” “includes,” “including” or words of like import shall be deemed to be followed by the words “without limitation”; and # the terms “hereof,” “herein” or “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement. The table of contents and headings contained in this Agreement are for reference purposes only,

Section # Construction. Unless the context requires otherwise: # any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; # references to Articles and Sections refer to Articles and Sections of this Agreement; # the terms “include,” “includes,” “including”“include,” “includes,” “including” or words of like import shall be deemed to be followed by the words “without limitation”“without limitation”; and # the terms “hereof,” “herein”“hereof,” “herein” or “hereunder”“hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement.Agreement, # the word “or” shall be disjunctive but not exclusive, and # the phrases “directly or indirectly” or “direct or indirect”, when used in the context of ownership, holdings, Control, Transfer or the taking of any action, includes ownership, holdings, Control, Transfer or the taking of such action, as applicable, through a chain of direct or indirect ownership of Equity Interests or Control of one or more Persons. The table of contents and headings contained in this Agreement are for reference purposes only, and shall not affect in any way the meaning or interpretation of this Agreement. The Board has the power to construe and interpret this Agreement and to act upon any such construction or interpretation. Any construction or interpretation of this Agreement by the Board and any action taken pursuant thereto and any determination made by the Board in good faith shall, in each case, be conclusive and binding on all Parties and all other Persons for all purposes.

Section # Construction. Unless the context requires otherwise: # any pronounthe gender (or lack of gender) of all words used in this Agreement shallincludes the masculine and feminine; # references to Articles and Sections refer to Articles and Sections of this Agreement; # references to Schedules and Exhibits, if any, refer to the Schedules and Exhibits attached to this Agreement, each of which is made a part hereof for all purposes; # references to laws refer to such laws as they may be amended from time to time, and references to particular provisions of a law include any corresponding provisions of any succeeding law; # references to money refer to legal currency of the corresponding masculine, feminine or neuter forms, andUnited States of America; # the singular form of nouns, pronouns and verbs shall include the plural and vice versa; # references to Articles“shall” and Sections refer to Articles“will” have equal force and Sections of this Agreement;effect; # the terms “include,” “includes,” “including”words “include,” “including,” or words of like import“includes” shall be deemedread to be followed by the words “without limitation”;“without limitation” or words having similar import; and # the terms “hereof,” “herein” or “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement. The table of contents and headings contained in this Agreement are for reference purposes only, word “or” will have the inclusive meaning represented by the phrase “and/or”.

Section # Construction.Headings; Gender. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. Unless the context requires otherwise: # anyclearly indicates otherwise, each pronoun used in this Agreementherein shall be deemed to include the corresponding masculine, feminine or neuter forms,feminine, neuter, singular and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; # references to Articles and Sections refer to Articles and Sections of this Agreement; # theforms thereof. The terms “include,“including,” “includes,” “including” or“include” and words of like import shall be deemed to beconstrued broadly as if followed by the words “without limitation”;limitation.” The terms “herein,” “hereunder,” “hereof” and # the terms “hereof,” “herein” or “hereunder”words of like import refer to this entire Agreement as a whole and not to any particularinstead of just the provision of this Agreement. The table of contents and headings contained in this Agreementwhich they are for reference purposes only, found.

Section # Construction.Headings; Gender. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. Unless the context requires otherwise: # anyclearly indicates otherwise, each pronoun used in this Agreementherein shall be deemed to include the corresponding masculine, feminine or neuter forms,feminine, neuter, singular and the singular form of nouns, pronounsplural forms thereof. The terms “including,” “includes,” “include” and verbs shall include the plural and vice versa; # references to Articles and Sections refer to Articles and Sections of this Agreement; # the terms “include,” “includes,” “including” or words of like import shall be deemed to beconstrued broadly as if followed by the words “without limitation”;“without limitation.” The terms “herein,” “hereunder,” “hereof” and # the terms “hereof,” “herein” or “hereunder”words of like import refer to this entire Agreement as a whole and not to any particularinstead of just the provision of this Agreement. The table of contents and headings contained in this Agreementwhich they are for reference purposes only, found.

Section # Construction. UnlessTerms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context requires otherwise: #may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine orand neuter forms,forms. The words “include”, “includes” and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; # references to Articles and Sections refer to Articles and Sections of this Agreement; # the terms “include,” “includes,” “including” or words of like import shall be deemed to be followed by the wordsphrase “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 terms “hereof,”words “herein” or, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement as a wholein its entirety and not to any particular provision ofhereof 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. The table of contents and headings contained in this Agreement are for reference purposes only,

Section # Construction. UnlessAny reference to any law will be deemed also to refer to such law as amended and all rules and regulations promulgated thereunder, unless the context requires otherwise: # any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms,otherwise. The words “include,” “includes,” and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; # references to Articles and Sections refer to Articles and Sections of this Agreement; # the terms “include,” “includes,” “including” or words of like import shall“including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “without limitation”;“this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and # the terms “hereof,” “herein” or “hereunder”words of similar import refer to this Agreement as a whole and not to any particular provisionsubdivision unless expressly so limited. The parties intend that each representation, warranty, and covenant contained herein will have independent significance. If any party has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which the party has not breached will not detract from or mitigate the fact that the party is in breach of the first representation, warranty, or covenant. Time is of the essence in the performance of this Agreement. The table of contents and headings contained in this Agreement are for reference purposes only,

Section #Rules of Construction. Unless the context requires otherwise:otherwise clearly requires: # 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 used in this Agreement shall include the corresponding masculine, feminine orand neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; # references to Articles and Sections refer to Articles and Sections of this Agreement; # the terms “include,” “includes,” “including” or words of like import“include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; andphrase “without limitation”, # the terms “hereof,” “herein”word “will” shall be construed to have the same meaning and effect as the word “shall”, # any definition of or “hereunder”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 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 as a wholein its entirety and not to any particular provision ofhereof and # all references herein to Sections and Schedules shall be construed to refer to Sections of, and Schedules to, this Agreement. The table of contents and headings contained in this Agreement are for reference purposes only,

Section # Construction. UnlessSECTION #Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context requires otherwise: #may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine orand neuter forms,forms. The words “include,” “includes” and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; # references to Articles and Sections refer to Articles and Sections of this Agreement; # the terms “include,” “includes,” “including” or words of like import shall be deemed to be followed by the wordsphrase “without limitation”;limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise # 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 such Person’s successors and assigns, # the terms “hereof,words “herein,” “herein” or “hereunder”“hereof” and “hereunder,” and 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 Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, # any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time; # the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights; and # titles of this Agreement. The table of contentsArticles and headings containedSections in this Agreement are for reference purposesconvenience only, and neither limit nor amplify the provisions of this Agreement.

SectionSECTION # Construction. UnlessTerms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context requires otherwise: #may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine orand neuter forms,forms. The words “include”, “includes” and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; # references to Articles and Sections refer to Articles and Sections of this Agreement; # the terms “include,” “includes,” “including” or words of like import shall be deemed to be followed by the wordsphrase “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 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 such Person’s successors and assigns, # the terms “hereof,”words “herein” or, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement as a wholein its entirety and not to any particular provision of this Agreement. The table of contentshereof, # all references herein to Articles, Sections, Exhibits and headings contained inSchedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement are for reference purposes only,and # the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.