When a reference is made in this Amendment to a Section, such reference shall be to a Section of this Amendment unless otherwise indicated.  The headings contained in this Amendment are for reference purposes only and shall not affect in any way the meaning or interpretation of this Amendment.  Whenever the words “include”, “includes” or “including” are used in this Amendment, 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 Amendment shall refer to this Amendment as a whole and not to any particular provision of this Amendment.  In the event of any ambiguity or claimed ambiguity in any provision of a Subject Instrument, such provision shall be construed in light of the purpose acknowledged and agreed by the parties that Diller’s rights and interests, including without limitation with respect to the control of the Company by virtue of the proxy granted to Diller pursuant to Section 3.3 of the Assigned Stockholders Agreement, shall not be affected or changed by any of the Subject Instruments, except to the extent clearly and unequivocally set forth therein.