Extract to table

The definitive Pro Rata Shares shall be as set forth in the Payment Schedule delivered at Closing

Any capitalized term used but not otherwise defined in this Agreement shall have the meaning assigned to such term in the SPA

In the event of any conflict between a definition contained in this Agreement and a definition contained in the SPA, the definition contained in this Agreement shall control for purposes of this Agreement

Unless the context of this Agreement otherwise requires: (a) the headings and captions contained in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement; (b) words importing the singular shall include the plural and vice versa; (c) words importing gender shall include all genders; (d) the word "including" (and with correlative meaning "include" and "includes") means including without limiting the generality of any description preceding or following such term and shall be deemed in each case to be followed by the words "without limitation"; (e) all references herein to "dollars" or "$" are to United States dollars; (f) all references to "days" mean calendar days unless otherwise specified as "business days"; (g) a "business day" means any day other than a Saturday, Sunday, or a day on which banking institutions in New York, New York, Philadelphia, Pennsylvania, or Seattle, Washington are authorized or obligated by law or executive order to close; (h) any reference to an "Article," "Section," or "Exhibit" refers to the corresponding Article, Section, or Exhibit of or to this Agreement; and (i) the Exhibits attached hereto are incorporated herein by reference and shall be deemed a part of this Agreement

The Paying Agent's authority under this Agreement shall be limited to the specific duties and responsibilities expressly set forth herein, and the Paying Agent shall have no authority to act on behalf of any Party or any Selling Stockholder except as expressly provided in this Agreement

hereby accepts its appointment as Paying Agent and agrees to perform its obligations hereunder in accordance with the terms and conditions of this Agreement