Interpretation and Rules of Construction. References to the singular include references to the plural and vice versa. The words “include,” “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without 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 “hereof,” “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. 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. References in this Agreement to US$ shall be to United States dollars and to cash shall be to cash in U.S. dollars.

Interpretation and Rules of Construction. References to the singular include references to the plural and vice versa. The words “include,” “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without 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, referencesSection # Interpretation. (a) When a reference is made in this Agreement to Articles, Sections, Exhibits and Schedulesan Article, a Section, Annex, Exhibit or Schedule, such reference shall be deemed references to Articles and Sectionsan Article of, and Exhibits and Schedulesa Section of, or an Annex, Exhibit or Schedule to, this Agreement and Exhibits and Schedules to this Agreement shall be deemed to form part of this Agreement. Unless the contextunless otherwise requires, the words “hereof,” “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement.indicated. 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. ReferencesWhenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”. 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 of this Agreement unless the context requires otherwise. The words “date hereof” when used in this Agreement shall refer to the date of this Agreement. The terms “or”, “any” and “either” are not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. All terms defined in this Agreement shall have the defined meanings when used in any document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. Any reference in this Agreement to US$any statute shall also be deemed to refer to all rules and regulations promulgated thereunder. Unless otherwise specifically indicated, all references to “dollars” or “$” shall refer to the lawful money of the United States dollarsStates. References to a Person are also to its permitted assigns and to cash shall be to cash in U.S. dollars. successors.

Interpretation and RulesInterpretation. The definitions of Construction. Referencesthe terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context shall require, any pronoun shall include referencesthe corresponding masculine, feminine and neuter forms. When a reference is made in this Agreement to an Exhibit or Schedule, such reference shall be to an Exhibit or Schedule to this Agreement unless otherwise indicated. When a reference is made in this Agreement to Sections or subsections, such reference shall be to a Section or subsection of this Agreement. Unless otherwise indicated the plural and vice versa. The words “include,” “includes” and “including” when used in this Agreementherein shall be deemed in each case to be followed by the phrasewords “without 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 “hereof,” “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. 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. References in this AgreementReference to US$the Subsidiaries of an entity shall be deemed to United States dollarsinclude all direct and to cash shall be to cash in U.S. dollars. indirect Subsidiaries of such entity.

Interpretation and RulesInterpretation. Whenever any provision of Construction. References to the singular include references to the plural and vice versa. The words “include,” “includes” and “including” when used in this Agreement shalluses the term “including” (or “includes”), such term will be deemed to be followed by the phrase “without limitation.” Themean “including without limitation” (or “includes without limitations”). “Herein,” “hereby,” “hereunder,” “hereof” and other equivalent words “to the extent” when used inrefer to this Agreement shall be deemed to be followed by the phrase “and onlyas an entirety and not solely to the extent.” Unlessparticular portion of this 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 the word “or” is used in the inclusive sense “and/or.” Unless otherwise provided, all 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 “hereof,” “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. The table of contents and headings contained in this Agreement are for reference purposes onlyto Sections, Exhibits and shall not affect in any way the meaning or interpretationSchedules 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 and Rules of Construction. References to the singular include references to the plural and vice versa. The words “include,” “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without 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, referencesSECTION # Interpretation. When a reference is made in this Agreement to Articles, Sections, Exhibits and Schedulesan Article, Section or Exhibit, such reference shall be deemed references to Articles and Sectionsan Article or Section of, and Exhibits and Schedulesor an Exhibit to, this Agreement and Exhibits and Schedules to this Agreement shall be deemed to form part of this Agreement. Unless the contextunless otherwise requires, the words “hereof,” “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement.indicated. 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. ReferencesWhenever the words "include", "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation". The words "hereof', "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to US$this Agreement as a whole and not to any particular provision of this Agreement. All terms defined in this Agreement shall behave the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to United States dollarsthe singular as well as the plural forms of such terms and to cash shall bethe masculine as well as to cashthe feminine and neuter genders of such term. Any agreement, instrument or statute defined or referred to herein or in U.S. dollars. any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. References to a person are also to its permitted successors and assigns.

InterpretationSection # Construction. Unless the express context of this Agreement otherwise requires: # the words “hereof,” “herein,” and Rules“hereunder” and words of Construction. References to the singular include references to the plural and vice versa. The words “include,” “includes” and “including”similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement, # the terms defined in the singular have a comparable meaning when used in the plural, and vice versa, # references herein to a specific Article, Section, Subsection, Exhibit or Schedule shall refer, respectively, to Articles, Sections, Subsections, Exhibits or Schedules of this Agreement, # wherever the word “include,” “includes,” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation”, # references herein to any gender (or the gender neutral form) includes each other gender and the gender neutral form, # the word “or” shall be inclusive and not exclusive (for example, the phrase “without limitation.“A or B” means “A or B or both,” The words “to the extent” whennot “either A or B but not both”), unless used in this Agreement shall be deemedconjunction with “either” or the like, # “shall,” “will,” or “agrees” are mandatory, and “may” is permissive, # each reference 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 “hereof,” “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. 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. References in this Agreement to US$“days” shall be to United States dollars andcalendar days, # each reference to cashany Contract shall be to cashsuch Contract as amended, supplemented, waived or otherwise modified from time to time, subject to the limitations on such amendments or modifications set forth herein; provided, however, that any disclosure of a Contract on the EnTrust Disclosure Schedule or Permal Disclosure Schedule must specifically reference each amendment or modification thereto in U.S.order for such amendment or modification to be deemed disclosed thereon, # each reference to a Law, statute, regulation or other government rule is to it as amended from time to time and, as applicable, is to corresponding provisions of successor Laws, statutes, regulations or other government rules and # “Dollars” or “$” means United States dollars. Any currency thresholds set forth herein shall not be used as a benchmark for the determination of what is or is not “material” or a “Material Adverse Effect” under this Agreement.

Interpretation and RulesSECTION # Terms Generally. The definitions of Construction. Referencesterms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include references to the pluralcorresponding masculine, feminine and vice versa.neuter forms. The words “include,”“include”, “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation.”limitation”. The words “to the extent” when used in this Agreementword “will” shall be deemedconstrued to be followed byhave the phrase “and only tosame meaning and effect as the extent.”word “shall”. Unless the context requires otherwise requires, references in this Agreement# any definition of or reference to Articles, Sections, Exhibits and Schedulesany agreement, instrument or other document herein shall be deemed referencesconstrued as referring to Articles and Sections of, and Exhibits and Schedules to, this Agreement and Exhibits and Schedulessuch agreement, instrument or other document as from time to this Agreementtime 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 deemedconstrued to form part of this Agreement. Unless the context otherwise requires,include such Person’s successors and assigns, # the words “hereof,” “hereby”“herein”, “hereof” and “herein”“hereunder”, and words of similar meaning when used in this Agreementimport, shall be construed to refer to this Agreement in its entirety and not to any particular Article, Sectionprovision 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, # 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 # all references herein to the “date hereof” or provisionthe “date of this Agreement. The tableAgreement” shall refer to the Restatement Effective Date. Unless otherwise indicated, any reference to a US Dollar amount in Article VI or VII of contents and headings contained in this Agreement are for reference purposes only and shall not affect(or in any way the meaning or interpretationdefinition of this Agreement. Referencesa term used in this Agreement to US$either such Article) shall be deemed to United States dollars andbe a reference to cash shall be to cashthat US Dollar amount or the equivalent thereof in U.S. dollars. one or more other currencies.

InterpretationSection # Interpretation. Unless the express context otherwise requires # the words “hereof,” “herein,” and Rules“hereunder” and words of Construction. References to the singular include references to the plural and vice versa. The words “include,” “includes” and “including”similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; # terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa; # the terms “Dollars” and “$” mean United States Dollars; # references herein to a specific Section, Subsection, Recital or Exhibit shall refer, respectively, to Sections, Subsections, Recitals or Exhibits of this Agreement; # wherever the word “include,” “includes,” or “including” is used in this Agreement, it shall be deemed to be followed by the phrasewords “without limitation.” The words “to the extent” when usedlimitation”; # references herein to any gender shall include each other gender; # references herein to any Person shall include such Person’s heirs, executors, personal Representatives, administrators, successors and assigns; provided, however, that nothing contained in this AgreementSection 1.02 is intended to authorize any assignment or transfer not otherwise permitted by this Agreement; # references herein to a Person in a particular capacity or capacities shall exclude such Person in any other capacity; # references herein to any contract or agreement (including this Agreement) mean such contract or agreement as amended, supplemented or modified from time to time in accordance with the terms thereof; # with respect to the determination of any period of time, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”; # references herein to any Law or any license mean such Law or license as amended, modified, codified, reenacted, supplemented or superseded in whole or in part, and in effect from time to time; and # references herein to any Law shall be deemed also 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 “hereof,” “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entiretyall rules and not to any particular Article, Section or provision of this Agreement. 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. References in this Agreement to US$ shall be to United States dollars and to cash shall be to cash in U.S. dollars. regulations promulgated thereunder.

Interpretation and RulesInterpretation. Where 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 Construction. Referencesthe general statement to which it relates. The definitions contained in this Agreement 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 references tothe corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. The words “include,“include” and “including,” “includes” and “including”other words of similar import when used in this Agreementherein shall not be deemed to be terms of limitation but rather shall be deemed to be followed in each case by the phrasewords “without limitation.” The word “if” and other words “to the extent”of similar import when used in this Agreementherein shall be deemed in each case to be followed by the phrase “and only to the extent.if.” Unless the context otherwise requires, referencesThe words “herein,” “hereto,” and “hereby” and other words of similar import 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 “hereof,” “hereby” and “herein” and words of similar meaning when used in this Agreementeach case to refer to this Agreement in its entiretyas a whole and not to any particular Article, Section or provisionother subdivision of this Agreement. Any reference herein to “dollars” or “$” shall mean United States dollars. The tablewords “as of contentsthe date of this Agreement” and headings containedwords of similar import shall be deemed in each case to refer to the date this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. References in this Agreement to US$was first signed. The term “or” shall be deemed to United States dollarsmean “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 casha Governmental or Regulatory Authority shall be deemed to cash in U.S. dollars. include reference to any successor thereto.

Interpretation and RulesInterpretation. For all purposes of Construction. References tothis Agreement, unless otherwise expressly provided or unless the context otherwise requires: # the singular form of nouns shall include references to the pluralplural, and vice versa. Theversa; # the words “include,“include” and “including,” “includes” and “including” when used in this Agreementvariations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the phrasewords, “without 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,limitation”; # the words “hereof,”“herein”, “hereto” and “hereby”, and “herein” andother words of similar meaning when used in this Agreementimport, refer to this Agreement in its entiretyas a whole and not to any particular Article, Sectionsection or provisionother subdivision of this Agreement. The table of contentsAgreement; and # section headings contained in this Agreement are for reference purposes only and shalldo 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.