Extract to table

"Superior Proposal" shall have the meaning given to such term in the Merger Agreement

Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to them in the Merger Agreement

In the event of any conflict between the definitions set forth in this Agreement and the definitions set forth in the Merger Agreement, the definitions set forth in this Agreement shall control for purposes of this Agreement

Unless the context of this Agreement otherwise requires: (a) words of any gender include each other gender; (b) words using the singular or plural number also include the plural or singular number, respectively; (c) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement; (d) the terms "Article," "Section," "Exhibit," and "Schedule" refer to the specified Article, Section, Exhibit, or Schedule of or to this Agreement unless otherwise specified; (e) the word "including" and words of similar import when used in this Agreement shall mean "including, without limitation," unless otherwise specified; (f) the word "or" shall not be exclusive; (g) references to agreements and other documents shall be deemed to include all subsequent amendments and other modifications thereto; (h) references to statutes shall include all regulations promulgated thereunder and references to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting the statute or regulation; (i) 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"; (j) a "business day" shall mean any day other than a Saturday, Sunday, or other day on which commercial banking institutions in New York, New York, Portland, Oregon, or London, England are authorized or required by law or executive order to be closed; and (k) the headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement

In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement

2 is coupled with an interest and is granted in consideration of Parent entering into the Merger Agreement and agreeing to consummate the transactions contemplated thereby, and as such shall be irrevocable until the Expiration Date, at which time such proxy shall automatically terminate without further action by any party