Common use of Interpretation, etc Clause in Contracts

Interpretation, etc. All references in this Deed of Trust to Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions refer to the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Deed of Trust unless expressly provided otherwise. References to any document, instrument, or agreement (a) shall include all exhibits, schedules, and other attachments thereto, and (b) shall include all amendments, supplements or restatements thereof. Titles appearing at the beginning of any subdivisions hereof are for convenience only and do not constitute any part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. The words "this Deed of Trust", "this instrument", "herein", "hereof", "hereby", "hereunder" and words of similar import refer to this Deed of Trust as a whole and not to any particular subdivision unless expressly so limited. The phrases "this section" and "this subsection" and similar phrases refer only to the sections or subsections hereof in which such phrases occur. The word "or" is not exclusive, and the word "including" (in its various forms) means "including without limitation". References to a Person's "discretion" refer to such Person's sole and absolute discretion. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Unless otherwise specified, references herein to any particular Person also refer to its successors and permitted assigns. This Deed of Trust has been reviewed and negotiated by sophisticated parties with access to legal counsel and no rule of construction shall apply hereto or thereto which would require or allow this Deed of Trust to be construed against any party because of its role in drafting this Deed of Trust.

Interpretation, etc. All references Any of the terms defined herein may, unless the context otherwise requires, be used in this Deed of Trust to Exhibitsthe singular or the plural, Schedules, articles, sections, subsections, definitions and other subdivisions refer to depending on the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Deed of Trust unless expressly provided otherwisereference. References herein to any documentSection, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. Any requirement for a referenced agreement, instrument, certificate or agreement (a) other document to be in “substantially” the form of an Appendix, Schedule, or Exhibit hereto means that such referenced document shall include all exhibitsbe in the form of such Appendix, schedulesSchedule, and other attachments theretoor Exhibit with such modifications to such form as are approved by Administrative Agent, and (b) shall include all amendmentsand, supplements or restatements thereof. Titles appearing at in the beginning case of any subdivisions hereof are for convenience only and do not constitute any part of such subdivisions and shall be disregarded Collateral Document, Collateral Agent, in construing the language contained each case in such subdivisionsAgent’s sole discretion. The words "this Deed of Trust"“hereof”, "this instrument"“hereunder”, "herein"“hereby”, "hereof", "hereby", "hereunder" and words of similar import used in this Agreement refer to this Deed of Trust Agreement as a whole and not to any particular subdivision unless expressly so limitedprovision of this Agreement. The phrases "this section" and "this subsection" and similar phrases refer only use herein of the words “include” or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the sections specific items or subsections hereof matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The use herein of the words “continuing”, “continuance”, “existing”, or any words of similar import or derivatives of any such words in which reference to any Event of Default means that such phrases occurEvent of Default has not been expressly waived. The word "or" is not exclusive, “will” shall be construed as having the same meaning and effect as the word "including" (in its various forms) means "including without limitation"“shall”. References The words “assets” and “property” shall be construed as having the same meaning and effect and to a Person's "discretion" refer to such Person's sole any and absolute discretionall tangible and intangible assets and properties of any relevant Person or Persons. Pronouns in masculine, feminine The terms lease and neuter genders license shall be construed to include sub-lease and sub-license. Whenever the context may require, any other gender, and words in the singular form pronoun shall be construed to include the plural corresponding masculine, feminine, and vice versaneuter forms. References to Persons include their respective permitted successors and assigns. Except as otherwise expressly provided herein, references to statutes, legislative acts, laws, regulations, and rules shall be deemed to refer to such statutes, acts, laws, regulations, and rules as in effect from time to time, including any amendments of the same and any successor statutes, acts, laws, regulations, and rules, unless the context otherwise requires. Unless otherwise specified, references herein to any particular Person also refer to its successors and permitted assigns. This Deed of Trust has been reviewed and negotiated by sophisticated parties with access to legal counsel and no rule of construction shall apply hereto or thereto which would require or allow this Deed of Trust to be construed against any party because of its role in drafting this Deed of Trust.such reference is expressly WEIL:\96958663\10\71605.0155

Interpretation, etc. All references Any of the terms defined herein may, unless the context otherwise requires, be used in this Deed of Trust the singular or the plural depending on the reference. A gender includes all genders. References herein to Exhibitsany Section, SchedulesSchedule or Exhibit shall be to a Section, articlesa Schedule or an Exhibit, sectionsas the case may be, subsections, definitions and other subdivisions refer to the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Deed of Trust Loan Agreement unless expressly provided otherwiseotherwise specifically provided. References Any reference to any document, instrument, an agreement or agreement (a) document shall be deemed to include all exhibits, schedulesannexes, appendices and other attachments schedules thereto. The use herein of the word “include” or “including”, when following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, and (b) but rather shall include be deemed to refer to all amendments, supplements other items or restatements thereof. Titles appearing at matters that fall within the beginning of any subdivisions hereof are for convenience only and do not constitute any part broadest possible scope of such subdivisions general statement, term or matter. The terms “asset” and “property” shall be disregarded in construing construed to have the language contained in such subdivisionssame meaning and effect and refer to any and all tangible and intangible assets and properties, including Cash, Equity Interests, securities, revenues, accounts, leasehold interests and contract rights. The words "this Deed of Trust"“hereof”, "this instrument"“herein” and “hereunder”, "herein", "hereof", "hereby", "hereunder" and words of similar import import, when used in any Loan Document shall refer to this Deed of Trust such Loan Document as a whole and not to any particular subdivision unless expressly so limitedprovision of such Loan Document. The phrases "this section" terms lease and "this subsection" license shall include any sub-lease and similar phrases refer sublicense, as applicable. In the computation of a period of time from a specified date to a later date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”. In addition, (a) references herein to agreements and other Contractual Obligations shall be deemed to include all subsequent amendments, restatements, novations, modifications, supplements, changes, replacements and waivers to such instruments, but only to the sections extent that such amendments, restatements, novations, modifications, supplements, replacements, changes and waivers are permitted or subsections hereof in which such phrases occur. The word "or" is not exclusive, prohibited by the terms of this Loan Agreement or the affected agreement or Contractual Obligation and the word "including" (in its various forms) means "including without limitation". References to a Person's "discretion" refer to such Person's sole and absolute discretion. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Unless otherwise specified, references herein to any particular Person also defined term, section, clause or article of such agreements or Contractual Obligations shall be deemed to refer to its such defined term, section, clause or article of such agreements or Contractual Obligations, as amended, restated or replaced, as appropriate, (b) references herein to Requirements of Law are to be construed as including all statutory provisions consolidating, amending, substituting, reenacting, modifying or replacing the Requirement of Law to which reference is made and all rules and regulations promulgated pursuant to such Requirement of Law, (c) references herein to Persons include their respective successors and permitted assignsassigns and, in the case of any Governmental Authority, any Person succeeding to any of its functions and capacities and (d) references to days shall refer to calendar days, unless Business Days are specified; references to weeks, months or years shall be to calendar weeks, months or years, respectively. A reference to a document includes an agreement (as so defined) in writing or a certificate, notice, instrument or document, or any information recorded in computer disk form. Where a Loan Party is required to provide any document to the Administrative Agent, the Collateral Agent or the Lender under the terms of this Loan Agreement, the relevant document shall be provided in electronic form (as defined in Section 6.06(a)) or both printed and electronic form unless the Administrative Agent, the Collateral Agent or the Lender requests otherwise. This Deed Loan Agreement is the result of Trust negotiations among, and has been reviewed by counsel to, the Administrative Agent, the Collateral Agent, the Lender and negotiated by sophisticated parties with access to legal counsel the Loan Parties, and is the product of all parties. In the interpretation of this Loan Agreement, no rule of construction shall apply hereto to disadvantage one party on the ground that such party proposed or thereto which would require was involved in the preparation of any particular provision of this Loan Agreement or allow this Deed Loan Agreement itself. Except where otherwise expressly stated, the Administrative Agent, the Collateral Agent or the Lender may give or withhold, or give conditionally, approvals and consents and may form opinions and make determinations at its absolute discretion. Any requirement of Trust to good faith, discretion or judgment by the Administrative Agent, the Collateral Agent or the Lender shall not be construed against to require the Administrative Agent, the Collateral Agent or the Lender to request or await receipt of information or documentation from or with respect to the Borrower, any party because of its role in drafting this Deed of Trustother Loan Party or any other Person.

Interpretation, etc. All references in this Deed Any of Trust to Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions refer to the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Deed of Trust unless expressly provided otherwise. References to any document, instrument, or agreement (a) shall include all exhibits, schedules, and other attachments thereto, and (b) shall include all amendments, supplements or restatements thereof. Titles appearing at the beginning of any subdivisions hereof are for convenience only and do not constitute any part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. The words "this Deed of Trust", "this instrument", "herein", "hereof", "hereby", "hereunder" and words of similar import refer to this Deed of Trust as a whole and not to any particular subdivision unless expressly so limited. The phrases "this section" and "this subsection" and similar phrases refer only to the sections or subsections hereof in which such phrases occur. The word "or" is not exclusive, and the word "including" (in its various forms) means "including without limitation". References to a Person's "discretion" refer to such Person's sole and absolute discretion. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versaterms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. Unless otherwise specified, references References herein to any particular Person also Article, Section, Schedule or Exhibit shall be to an Article or a Section of, or a Schedule or an Exhibit to, this Agreement, unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to its any and all real and personal, tangible and intangible assets and properties, including cash, securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including this Agreement and the other Credit Documents) 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), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns. This Deed assigns (subject to any restrictions on assignment set forth herein) and, in the case of Trust has been reviewed any Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and negotiated by sophisticated parties with access to legal counsel (d) the words “herein”, “hereof” and no rule “hereunder”, and words of construction similar import, shall apply hereto or thereto which would require or allow this Deed of Trust to be construed against to refer to this Agreement in its entirety and not to any party because particular provision hereof. Terms defined in the UCC as in effect in the State of its role in drafting New York on the Effective Date and not otherwise defined herein shall, unless the context otherwise indicates, have the meanings provided by those definitions. For purposes of this Deed Agreement, the fair market value of Trustany asset or property shall be such fair market value as is reasonably determined by the Borrower.

Interpretation, etc. All references Any of the terms defined herein may, unless the context otherwise requires, be used in this Deed of Trust to Exhibitsthe singular or the plural, Schedules, articles, sections, subsections, definitions and other subdivisions refer to depending on the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Deed of Trust unless expressly provided otherwisereference. References herein to any documentSection, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. Any requirement for a referenced agreement, instrument, certificate or agreement (a) other document to be in “substantially” the form of an Appendix, Schedule, or Exhibit hereto means that such referenced document shall include all exhibitsbe in the form of such Appendix, schedulesSchedule, and other attachments theretoor Exhibit with such modifications to such form as are approved by Requisite Purchasers, and (b) shall include all amendmentsand, supplements or restatements thereof. Titles appearing at in the beginning case of any subdivisions hereof are for convenience only and do not constitute any part of such subdivisions and shall be disregarded Collateral Document, Collateral Agent, in construing the language contained each case in such subdivisionsCollateral Agent’s sole discretion. The words "this Deed of Trust"“hereof”, "this instrument"“hereunder”, "herein"“hereby”, "hereof", "hereby", "hereunder" and words of similar import used in this Agreement refer to this Deed of Trust Agreement as a whole and not to any particular subdivision unless expressly so limitedprovision of this Agreement. The phrases "this section" and "this subsection" and similar phrases refer only use herein of the words “include” or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the sections specific items or subsections hereof matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The use herein of the words “continuing”, “continuance”, “existing”, or any words of similar import or derivatives of any such words in which reference to any Event of Default means that such phrases occurEvent of Default has not been expressly waived. The word "or" is not exclusive, “will” shall be construed as having the same meaning and effect as the word "including" (in its various forms) means "including without limitation"“shall”. References The words “assets” and “property” shall be construed as having the same meaning and effect and to a Person's "discretion" refer to such Person's sole any and absolute discretionall tangible and intangible assets and properties of any relevant Person or Persons. Pronouns in masculine, feminine The terms lease and neuter genders license shall be construed to include sub-lease and sub-license. Whenever the context may require, any other gender, and words in the singular form pronoun shall be construed to include the plural corresponding masculine, feminine, and vice versaneuter forms. References to Persons include their respective permitted successors and assigns. Except as otherwise expressly provided herein, references to statutes, legislative acts, laws, regulations, and rules shall be deemed to refer to such statutes, acts, laws, regulations, and rules as in effect from time to time, including any amendments of the same and any successor statutes, acts, laws, regulations, and rules, unless any such reference is expressly limited to refer to any statute, act, law, regulation, or rule “as in effect on” a specified date. Except as otherwise expressly provided herein, any reference in or to this Agreement (including any Appendix, Schedule, or Exhibit hereto), any other Note Document, or any other agreement, instrument, or other document shall be construed to refer to the context referenced agreement, instrument, or document as assigned, amended, restated, supplemented, or otherwise requiresmodified from time to time, in each case in accordance with the express terms of this Agreement and any other relevant Note Document unless such reference is expressly limited to refer to such agreement, instrument, or other document “as in effect on” a specified date. Unless otherwise specifiedexpressly stated, references herein if a Person may not take an action under this Agreement, then it may not take that action indirectly, or take any action assisting or supporting any other Person in taking that action directly or indirectly. “Taking an action indirectly” means taking an action that is not expressly prohibited for the Person but is intended to any particular Person also refer to its successors and permitted assignshave substantially the same effects as the prohibited action. This Deed of Trust has been reviewed and negotiated by sophisticated parties with access to legal counsel and no rule of construction Except as otherwise provided therein, this Section 1.3 shall apply hereto or thereto which would require or allow this Deed of Trust equally to be construed against any party because of its role in drafting this Deed of Trusteach other Note Document as if fully set forth therein, mutatis mutandis.

Interpretation, etc. All references in this Deed Any of Trust to Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions refer to the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Deed of Trust unless expressly provided otherwise. References to any document, instrument, or agreement (a) shall include all exhibits, schedules, and other attachments thereto, and (b) shall include all amendments, supplements or restatements thereof. Titles appearing at the beginning of any subdivisions hereof are for convenience only and do not constitute any part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. The words "this Deed of Trust", "this instrument", "herein", "hereof", "hereby", "hereunder" and words of similar import refer to this Deed of Trust as a whole and not to any particular subdivision unless expressly so limited. The phrases "this section" and "this subsection" and similar phrases refer only to the sections or subsections hereof in which such phrases occur. The word "or" is not exclusive, and the word "including" (in its various forms) means "including without limitation". References to a Person's "discretion" refer to such Person's sole and absolute discretion. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versaterms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. Unless otherwise specified, references References herein to any particular Person also Article, Section, Schedule or Exhibit shall be to an Article or a Section of, or a Schedule or an Exhibit to, this Agreement, unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to its any and all real and personal, tangible and intangible assets and properties, including Cash, Securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including this Agreement and the other Credit Documents) 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 and, in the case of the Merger Agreement and the Life Sciences Sale Agreement, subject to the approval thereof by the Arranger to the extent such approval would be required under Section 3), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns. This Deed assigns (subject to any restrictions on assignment set forth herein) and, in the case of Trust has been reviewed any Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and negotiated by sophisticated parties with access to legal counsel (d) the words “herein”, “hereof” and no rule “hereunder”, and words of construction similar import, shall apply hereto or thereto which would require or allow this Deed of Trust to be construed against to refer to this Agreement in its entirety and not to any party because of its role in drafting this Deed of Trustparticular provision hereof.

Interpretation, etc. All references in this Deed Any of Trust to Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions refer to the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Deed of Trust unless expressly provided otherwise. References to any document, instrument, or agreement (a) shall include all exhibits, schedules, and other attachments thereto, and (b) shall include all amendments, supplements or restatements thereof. Titles appearing at the beginning of any subdivisions hereof are for convenience only and do not constitute any part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. The words "this Deed of Trust", "this instrument", "herein", "hereof", "hereby", "hereunder" and words of similar import refer to this Deed of Trust as a whole and not to any particular subdivision unless expressly so limited. The phrases "this section" and "this subsection" and similar phrases refer only to the sections or subsections hereof in which such phrases occur. The word "or" is not exclusive, and the word "including" (in its various forms) means "including without limitation". References to a Person's "discretion" refer to such Person's sole and absolute discretion. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versaterms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Annex, Appendix, Schedule or Exhibit shall be to a Section, an Annex, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include” or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not no limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the scope of such general statement, term or matter. Unless otherwise specifiedindicated, references herein any definition of or reference to any particular Person also refer agreement, instrument or other document herein shall be construed as referring to its successors 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). The following terms have the meanings given to them in the UCC and permitted assigns. This Deed of Trust has been reviewed and negotiated by sophisticated parties with access terms used herein without definition that are defined in the UCC have the meanings given to legal counsel and no rule of construction shall apply hereto or thereto which would require or allow this Deed of Trust them in the UCC (such meanings to be construed against any party because equally applicable to both the singular and plural forms of its role the terms defined): “account”, “account debtor”, “certificated security”, “chattel paper”, “commercial tort claim”, “electronic chattel paper”, “equipment”, “fixture”, “general intangible”, “goods”, “instruments”, “inventory”, “investment property”, “letter-of-credit right”, “proceeds”, “record” and “supporting obligation”. The term “insider” as used herein has the meaning given to such term in drafting this Deed of Trustthe Bankruptcy Code.

Interpretation, etc. All references in this Deed of Trust to Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions refer to the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Deed of Trust unless expressly provided otherwise. References to any document, instrument, or agreement (a) shall include all exhibits, schedules, and other attachments thereto, and (b) shall include all amendments, supplements or restatements thereof. Titles appearing at Any of the beginning of any subdivisions hereof are for convenience only and do not constitute any part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. The words "this Deed of Trust", "this instrument", "herein", "hereof", "hereby", "hereunder" and words of similar import refer to this Deed of Trust as a whole and not to any particular subdivision unless expressly so limited. The phrases "this section" and "this subsection" and similar phrases refer only to the sections or subsections hereof in which such phrases occur. The word "or" is not exclusive, and the word "including" (in its various forms) means "including without limitation". References to a Person's "discretion" refer to such Person's sole and absolute discretion. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versaterms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. Unless otherwise specified, references References herein to any particular Person also Article, Section, Schedule or Exhibit shall be to an Article or a Section of, or a Schedule or an Exhibit to, this Agreement, unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed ​ ​ to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to its any and all real and personal, tangible and intangible assets and properties, including Cash, Securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including this Agreement and the other Credit Documents) 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 and, in the case of the Merger Agreement, subject to the approval thereof by the Arranger to the extent such approval would be required under Section 3.1), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns. This Deed assigns (subject to any restrictions on assignment set forth herein) and, in the case of Trust has been reviewed any Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and negotiated by sophisticated parties with access to legal counsel (d) the words “herein”, “hereof” and no rule “hereunder”, and words of construction similar import, shall apply hereto or thereto which would require or allow this Deed of Trust to be construed against to refer to this Agreement in its entirety and not to any party because of its role in drafting this Deed of Trustparticular provision hereof.

Interpretation, etc. All references in this Deed Any of Trust to Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions refer to the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Deed of Trust unless expressly provided otherwise. References to any document, instrument, or agreement (a) shall include all exhibits, schedules, and other attachments thereto, and (b) shall include all amendments, supplements or restatements thereof. Titles appearing at the beginning of any subdivisions hereof are for convenience only and do not constitute any part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. The words "this Deed of Trust", "this instrument", "herein", "hereof", "hereby", "hereunder" and words of similar import refer to this Deed of Trust as a whole and not to any particular subdivision unless expressly so limited. The phrases "this section" and "this subsection" and similar phrases refer only to the sections or subsections hereof in which such phrases occur. The word "or" is not exclusive, and the word "including" (in its various forms) means "including without limitation". References to a Person's "discretion" refer to such Person's sole and absolute discretion. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versaterms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. Unless otherwise specified, references References herein to any particular Person also Article, Section, Schedule or Exhibit shall be to an Article or a Section of, or a Schedule or an Exhibit to, this Agreement, unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to its any and all real and personal, tangible and intangible assets and properties, including cash, Securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including this Agreement and the other Credit Documents) 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), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns. This Deed assigns (subject to any restrictions on assignment set forth herein) and, in the case of Trust has been reviewed any Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and negotiated by sophisticated parties with access to legal counsel (d) the words “herein”, “hereof” and no rule “hereunder”, and words of construction similar import, shall apply hereto or thereto which would require or allow this Deed of Trust to be construed against to refer to this Agreement in its entirety and not to any party because particular provision hereof. All references to dividends or distributions shall be deemed to include all payments to limited partners by the Partnership notwithstanding that such payments may otherwise be characterized as a return of its role in drafting this Deed of Trustcapital.

Interpretation, etc. All references Any of the terms defined herein may, unless the context otherwise requires, be used in this Deed of Trust to Exhibitsthe singular or the plural, Schedules, articles, sections, subsections, definitions and other subdivisions refer to depending on the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Deed of Trust unless expressly provided otherwisereference. References herein to any documentSection, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. Any requirement for a referenced agreement, instrument, certificate or agreement (a) other document to be in “substantially” the form of an Appendix, Schedule, or Exhibit hereto means that such referenced document shall include all exhibitsbe in the form of such Appendix, schedulesSchedule, and other attachments theretoor Exhibit with such modifications to such form as are approved by Administrative Agent, and (b) shall include all amendmentsand, supplements or restatements thereof. Titles appearing at in the beginning case of any subdivisions hereof are for convenience only and do not constitute any part of such subdivisions and shall be disregarded Collateral Document, Collateral Agent, in construing the language contained each case in such subdivisionsAgent’s sole discretion. The words "this Deed of Trust"“hereof”, "this instrument"“hereunder”, "herein"“hereby”, "hereof", "hereby", "hereunder" and words of similar import used in this Agreement refer to this Deed of Trust Agreement as a whole and not to any particular subdivision unless expressly so limitedprovision of this Agreement. The phrases "this section" and "this subsection" and similar phrases refer only use herein of the words “include” or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the sections specific items or subsections hereof matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The use herein of the words “continuing”, “continuance”, “existing”, or any words of similar import or derivatives of any such words in which reference to any Event of Default means that such phrases occurEvent of Default has not been expressly waived. The word "or" is not exclusive, “will” shall be construed as having the same meaning and effect as the word "including" (in its various forms) means "including without limitation"“shall”. References The words “assets” and “property” shall be construed as having the same meaning and effect and to a Person's "discretion" refer to such Person's sole any and absolute discretionall tangible and intangible assets and properties of any relevant Person or Persons. Pronouns in masculine, feminine The terms lease and neuter genders license shall be construed to include sub-lease and sub-license. Whenever the context may require, any other gender, and words in the singular form pronoun shall be construed to include the plural and vice versa, unless the context otherwise requires. Unless otherwise specified, references herein to any particular Person also refer to its successors and permitted assigns. This Deed of Trust has been reviewed and negotiated by sophisticated parties with access to legal counsel and no rule of construction shall apply hereto or thereto which would require or allow this Deed of Trust to be construed against any party because of its role in drafting this Deed of Trust.WEIL:\96958663\10\71605.0155

Interpretation, etc. All references in this Deed of Trust to Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions refer to the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Deed of Trust unless expressly provided otherwise. References to any document, instrument, or agreement (a) Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Schedule or Exhibit shall include all exhibitsbe to a Section, schedulesa Schedule or an Exhibit, and other attachments as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, and (b) but rather shall include be deemed to refer to all amendments, supplements other items or restatements thereof. Titles appearing at matters that fall within the beginning of any subdivisions hereof are for convenience only and do not constitute any part broadest possible scope of such subdivisions and shall be disregarded in construing the language contained in such subdivisionsgeneral statement, term or matter. The use herein of the words "this Deed of Trust", "this instrument", "“herein", ",” “hereto,” “hereof", "hereby", "” and “hereunder" ” and words of similar import when used in any Credit Document shall refer to this Deed of Trust such Credit Document as a whole and not to any particular subdivision unless provision thereof. Unless otherwise expressly so limited. The phrases "this section" provided herein, (i) references to Organizational Documents, agreements (including the Credit Documents) and "this subsection" other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and similar phrases refer other modifications thereto, but only to the sections extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited hereunder; and (b) references to any Legal Requirement shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or subsections hereof in which interpreting such phrases occurLegal Requirement. The word "or" terms lease and license shall include sub-lease and sub-license, as applicable. Any reference to a Person party to any document shall include a successor in interest to such Person and such Person’s assigns, unless the succession of such Person or the assignment to such Person is not exclusivepermitted hereunder and, and in the word "including" (in its various forms) means "including without limitation". References to a Person's "discretion" refer to such Person's sole and absolute discretion. Pronouns in masculinecase of any Governmental Authority, feminine and neuter genders shall be construed to include any other gender, and words in Governmental Authority that shall have succeeded to any or all of the singular form shall be construed to include the plural and vice versa, unless functions thereof. Unless the context otherwise requires, “neither,” “nor,” “any,” “either” and “or” are not exclusive. Unless otherwise specifiedIn the computation of periods of time from a specified date to a later specified date, references herein the word “from” means “from and including;” the words “to” and “until” each mean “to any particular Person also refer to its successors but excluding;” and permitted assigns. This Deed of Trust has been reviewed and negotiated by sophisticated parties with access to legal counsel and no rule of construction shall apply hereto or thereto which would require or allow this Deed of Trust to be construed against any party because of its role in drafting this Deed of Trust.the word “

Interpretation, etc. All references Any of the terms defined herein may, unless the context otherwise requires, be used in this Deed of Trust to Exhibitsthe singular or the plural, Schedules, articles, sections, subsections, definitions and other subdivisions refer to depending on the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Deed of Trust unless expressly provided otherwisereference. References herein to any documentSection, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. Any requirement for a referenced agreement, instrument, certificate or agreement (a) other document to be in “substantially” the form of an Appendix, Schedule, or Exhibit hereto means that such referenced document shall include all exhibitsbe in the form of such Appendix, schedulesSchedule, and other attachments theretoor Exhibit with such modifications to such form as are approved by Administrative Agent, and (b) shall include all amendmentsand, supplements or restatements thereof. Titles appearing at in the beginning case of any subdivisions hereof are for convenience only and do not constitute any part of such subdivisions and shall be disregarded Collateral Document, Collateral Agent, in construing the language contained each case in such subdivisionsAgent’s sole discretion. The words "this Deed of Trust"“hereof”, "this instrument"“hereunder”, "herein"“hereby”, "hereof", "hereby", "hereunder" and words of similar import used in this Agreement refer to this Deed of Trust Agreement as a whole and not to any particular subdivision unless expressly so limitedprovision of this Agreement. The phrases "this section" and "this subsection" and similar phrases refer only use herein of the words “include” or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the sections specific items or subsections hereof matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The use herein of the words “continuing”, “continuance”, “existing”, or any words of similar import or derivatives of any such words in which reference to any Event of Default means that such phrases occurEvent of Default has not been expressly waived. The word "or" is not exclusive, “will” shall be construed as having the same meaning and effect as the word "including" (in its various forms) means "including without limitation"“shall”. References The words “assets” and “property” shall be construed as having the same meaning and effect and to a Person's "discretion" refer to such Person's sole any and absolute discretionall tangible and intangible assets and properties of any relevant Person or Persons. Pronouns in masculine, feminine The terms lease and neuter genders license shall be construed to include sub-lease and sub-license. Whenever the context may require, any other gender, and words in the singular form pronoun shall be construed to include the plural corresponding masculine, feminine, and vice versaneuter forms. References to Persons include their respective permitted successors and assigns. Except as otherwise expressly provided herein, references to statutes, legislative acts, laws, regulations, and rules shall be deemed to refer to such statutes, acts, laws, regulations, and rules as in effect from time to time, including any amendments of the same and any successor statutes, acts, laws, regulations, and rules, unless the context otherwise requires. Unless otherwise specified, references herein any such reference is expressly limited to refer to any particular Person also statute, act, law, regulation, or rule “as in effect on” a specified date. Except as otherwise expressly provided herein, any reference in or to this Agreement, any other Credit Document, or any other agreement, instrument, or other document shall be construed to refer to its successors the referenced agreement, instrument, or document as assigned, amended, restated, supplemented, or otherwise modified from time to time, in each case in accordance with the express terms of this Agreement and permitted assignsany other relevant Credit Document unless such reference is expressly limited to refer to such agreement, instrument, or other document “as in effect on” a specified date. This Deed of Trust has been reviewed and negotiated by sophisticated parties with access to legal counsel and no rule of construction Except as otherwise provided therein, this Section 1.3 shall apply hereto or thereto which would require or allow this Deed of Trust equally to be construed against any party because of its role in drafting this Deed of Trusteach other Credit Document as if fully set forth therein, mutatis mutandis.

Interpretation, etc. All references Any of the terms defined herein may, unless the context otherwise requires, be used in this Deed of Trust to Exhibitsthe singular or the plural, Schedules, articles, sections, subsections, definitions and other subdivisions refer to depending on the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Deed of Trust unless expressly provided otherwisereference. References herein to any documentSection, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. Any requirement for a referenced agreement, instrument, certificate or agreement other document to be in “substantially” the form of an Appendix, Schedule, or Exhibit hereto means that such referenced document shall be in the form of such Appendix, Schedule, or Exhibit with such modifications to such form as are approved by Administrative Agent (a) shall include all exhibitswithout any requirement for Lender consent), schedulesand, and other attachments thereto, and (b) shall include all amendments, supplements or restatements thereof. Titles appearing at in the beginning case of any subdivisions hereof are for convenience only and do not constitute any part of such subdivisions and shall be disregarded Collateral Document, Administrative Agent, in construing the language contained each case in such subdivisionsAgent’s sole discretion (without any requirement for Lender consent). The words "this Deed of Trust", "this instrument", "herein", "“hereof", ",” “hereunder,” “hereby", "hereunder" ,” and words of similar import used in this Agreement refer to this Deed of Trust Agreement as a whole and not to any particular subdivision unless expressly so limitedprovision of this Agreement. The phrases "this section" and "this subsection" and similar phrases refer only use herein of the words “include” or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the sections specific items or subsections matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The use herein of the words “continuing,” “continuance,” “existing,” or any words of similar import or derivatives of any such words in reference to any Event of Default means that such Event of Default has not been expressly waived or cured in accordance with the terms hereof in which such phrases occur(to the extent it is capable of being cured). The word "or" is not exclusive, “will” shall be construed as having the same meaning and effect as the word "including" (in its various forms) means "including without limitation". References “shall.” The words “assets” and “property” shall be construed as having the same meaning and effect and to a Person's "discretion" refer to such Person's sole any and absolute discretionall tangible and intangible assets and properties of any relevant Person or Persons. Pronouns in masculine, feminine The terms lease and neuter genders license shall be construed to include sub-lease and sub-license, respectively. Whenever the context may require, any other gender, and words in the singular form pronoun shall be construed to include the plural corresponding masculine, feminine, and vice versaneuter forms. References to Persons include their respective permitted successors and assigns. Except as otherwise expressly provided herein, references to statutes, legislative acts, laws, regulations, and rules shall be deemed to refer to such statutes, acts, laws, regulations, and rules as in effect from time to time, including any amendments of the same and any successor statutes, acts, laws, regulations, and rules, unless the context otherwise requires. Unless otherwise specified, references herein any such reference is expressly‌ limited to refer to any particular Person also statute, act, law, regulation, or rule “as in effect on” a specified date. Except as otherwise expressly provided herein, any reference in or to this Agreement, any other Credit Document, or any other agreement, instrument, or other document shall be construed to refer to its successors the referenced agreement, instrument, or document as assigned, amended, restated, supplemented, or otherwise modified from time to time, in each case in accordance with the express terms of this Agreement and permitted assignsany other relevant Credit Document unless such reference is expressly limited to refer to such agreement, instrument, or other document “as in effect on” a specified date. This Deed of Trust has been reviewed and negotiated by sophisticated parties with access to legal counsel and no rule of construction Except as otherwise provided therein, this Section 1.3 shall apply hereto or thereto which would require or allow this Deed of Trust equally to be construed against any party because of its role in drafting this Deed of Trusteach other Credit Document as if fully set forth therein, mutatis mutandis.

Interpretation, etc. All references in this Deed of Trust to ExhibitsWherever herein the singular number is used, Schedules, articles, sections, subsections, definitions and other subdivisions refer to the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Deed of Trust unless expressly provided otherwise. References to any document, instrument, or agreement (a) same shall include all exhibits, schedules, and other attachments thereto, and (b) shall include all amendments, supplements or restatements thereof. Titles appearing at the beginning of any subdivisions hereof are for convenience only and do not constitute any part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. The words "this Deed of Trust", "this instrument", "herein", "hereof", "hereby", "hereunder" and words of similar import refer to this Deed of Trust as a whole and not to any particular subdivision unless expressly so limited. The phrases "this section" and "this subsection" and similar phrases refer only to the sections or subsections hereof in which such phrases occur. The word "or" is not exclusiveplural, and the word "including" (in its various forms) means "including without limitation". References to a Person's "discretion" refer to such Person's sole and absolute discretion. Pronouns in masculine, masculine gender shall include the feminine and neuter genders shall be construed to include any other gendergenders, and words in the singular form shall be construed to include the plural and vice versa, unless as the context otherwise requiresshall require. Unless otherwise specifiedThe section headings used herein are for reference and convenience only, references herein to any particular Person also refer to its successors and permitted assignsshall not enter into the interpretation hereof. This Deed Lease may be executed in several counterparts, each of Trust which shall be an original, but all of which shall constitute one and the same instrument. No provisions of this Lease shall be deemed to render Landlord and Tenant partners or participants in any other type of joint enterprise. The term “Landlord” whenever used herein shall mean only the then-owner of Landlord’s interest herein and upon any sale, transfer or assignment of the interest of Landlord herein, its respective successors in interest and/or assigns shall, during the term of their ownership of their respective estates herein, be deemed to be Landlord and the selling or transferring party shall be entirely free and relieved of all covenants and obligations hereunder except as hereinafter provided, without further agreement between the parties or their successors in interest and it shall be deemed and construed that at any such sale, transfer or other conveyance, that such successor, purchaser or transferee has been reviewed assumed and negotiated by sophisticated parties with access agreed to legal counsel carry out any and no rule all covenants and obligations of construction Landlord hereunder. This Lease shall apply hereto or thereto which would require or allow this Deed of Trust to not be construed against any party, and no consideration shall be given or presumption made, on the basis of which party because drafted this Lease, or any particular provision hereof, or supplied the form of Lease. This Lease and all rights, duties and performance hereunder or hereof shall be governed, interpreted, and construed in accordance with the laws of the State of Maine without giving effect to its role in drafting this Deed conflict of Trustlaws provisions.

Interpretation, etc. All references Any of the terms defined herein may, unless the context otherwise requires, be used in this Deed of Trust to Exhibitsthe singular or the plural, Schedules, articles, sections, subsections, definitions and other subdivisions refer to depending on the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Deed of Trust unless expressly provided otherwisereference. References herein to any documentSection, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. Any requirement for a referenced agreement, instrument, certificate or agreement (a) other document to be in “substantially” the form of an Appendix, Schedule, or Exhibit hereto means that such referenced document shall include all exhibitsbe in the form of such Appendix, schedulesSchedule, and other attachments theretoor Exhibit with such modifications to such form as are approved by Administrative Agent, and (b) shall include all amendmentsand, supplements or restatements thereof. Titles appearing at in the beginning case of any subdivisions hereof are for convenience only and do not constitute any part of such subdivisions and shall be disregarded Collateral Document, Collateral Agent, in construing the language contained each case in such subdivisionsAgent’s sole discretion. The words "this Deed of Trust"“hereof”, "this instrument"“hereunder”, "herein"“hereby”, "hereof", "hereby", "hereunder" and words of similar import used in this Agreement refer to this Deed of Trust Agreement as a whole and not to any particular subdivision unless expressly so limitedprovision of this Agreement. The phrases "this section" and "this subsection" and similar phrases refer only use herein of the words “include” or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the sections specific items or subsections hereof matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The use herein of the words “continuing”, “continuance”, “existing”, or any words of similar import or derivatives of any such words in which reference to any Event of Default means that such phrases occurEvent of Default has not been expressly waived in accordance with Section 10.5. The word "or" is not exclusive, “will” shall be construed as having the same meaning and effect as the word "including" (in its various forms) means "including without limitation"“shall”. References The words “assets” and “property” shall be construed as having the same meaning and effect and to a Person's "discretion" refer to such Person's sole any and absolute discretionall tangible and intangible assets and properties of any relevant Person or Persons. Pronouns in masculine, feminine The terms lease and neuter genders license shall be construed to include sub-lease and sub-license. Whenever the context may require, any other gender, and words in the singular form pronoun shall be construed to include the plural corresponding masculine, feminine, and vice versaneuter forms. References to Persons include their respective permitted successors and assigns. Except as otherwise expressly provided herein, references to statutes, legislative acts, laws, regulations, and rules shall be deemed to refer to such statutes, acts, laws, regulations, and rules as in effect from time to time, including any amendments of the same and any successor statutes, acts, laws, regulations, and rules, unless any such reference is expressly limited to refer to any statute, act, law, regulation, or rule “as in effect on” a specified date. Except as otherwise expressly provided herein, any reference in or to this Agreement (including any Appendix, Schedule, or Exhibit hereto), any other Credit Document, or any other agreement, instrument, or other document shall be construed to refer to the context referenced agreement, instrument, or document as assigned, amended, restated, supplemented, or otherwise requiresmodified from time to time, in each case in accordance with the express terms of this Agreement and any other relevant Credit Document unless such reference is expressly limited to refer to such agreement, instrument, or other document “as in effect on” a specified date. Unless otherwise specifiedexpressly stated, references herein if a Person may not take an action under this Agreement, then it may not take that action indirectly, or take any action assisting or supporting any other Person in taking that action directly or indirectly. “Taking an action indirectly” means taking an action that is not expressly prohibited for the Person but is intended to any particular Person also refer to its successors and permitted assignshave substantially the same effects as the prohibited action. This Deed of Trust has been reviewed and negotiated by sophisticated parties with access to legal counsel and no rule of construction Except as otherwise provided therein, this Section 1.3 shall apply hereto or thereto which would require or allow this Deed of Trust equally to be construed against any party because of its role in drafting this Deed of Trusteach other Credit Document as if fully set forth therein, mutatis mutandis.

Interpretation, etc. All references Any of the terms defined herein may, unless the context otherwise requires, be used in this Deed of Trust to Exhibitsthe singular or the plural, Schedules, articles, sections, subsections, definitions and other subdivisions refer to depending on the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Deed of Trust unless expressly provided otherwisereference. References herein to any documentSection, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. Any requirement for a referenced agreement, instrument, certificate or agreement (a) other document to be in “substantially” the form of an Appendix, Schedule, or Exhibit hereto means that such referenced document shall include all exhibitsbe in the form of such Appendix, schedulesSchedule, and other attachments theretoor Exhibit with such modifications to such form as are approved by Administrative Agent, and (b) shall include all amendmentsand, supplements or restatements thereof. Titles appearing at in the beginning case of any subdivisions hereof are for convenience only and do not constitute any part of such subdivisions and shall be disregarded Collateral Document, Collateral Agent, in construing the language contained each case in such subdivisionsAgent’s sole discretion. The words "this Deed of Trust"“hereof”, "this instrument"“hereunder”, "herein"“hereby”, "hereof", "hereby", "hereunder" and words of similar import used in this Agreement refer to this Deed of Trust Agreement as a whole and not to any particular subdivision unless expressly so limitedprovision of this Agreement. The phrases "this section" and "this subsection" and similar phrases refer only use herein of the words “include” or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the sections specific items or subsections hereof matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The use herein of the words “continuing”, “continuance”, “existing”, or any words of similar import or derivatives of any such words in which reference to any Event of Default means that such phrases occurEvent of Default has not been expressly waived. The word "or" is not exclusive, “will” shall be construed as having the same meaning and effect as the word "including" (in its various forms) means "including without limitation"“shall”. References The words “assets” and “property” shall be construed as having the same meaning and effect and to a Person's "discretion" refer to such Person's sole any and absolute discretionall tangible and intangible assets and properties of any relevant Person or Persons. Pronouns in masculine, feminine The terms lease and neuter genders license shall be construed to include sub-lease and sub-license. Whenever the context may require, any other gender, and words in the singular form pronoun shall be construed to include the plural corresponding masculine, feminine, and vice versaneuter forms. References to Persons include their respective permitted successors and assigns. Except as otherwise expressly provided herein, references to statutes, legislative acts, laws, regulations, and rules shall be deemed to refer to such statutes, acts, laws, regulations, and rules as in effect from time to time, including any amendments of the same and any successor statutes, acts, laws, regulations, and rules, unless any such reference is expressly limited to refer to any statute, act, law, regulation, or rule “as in effect on” a specified date. Except as otherwise expressly provided herein, any reference in or to this Agreement (including any Appendix, Schedule, or Exhibit hereto), any other Credit Document, or any other agreement, instrument, or other document shall be construed to refer to the context referenced agreement, instrument, or document as assigned, amended, restated, supplemented, or otherwise requiresmodified from time to time, in each case in accordance with the express terms of this Agreement and any other relevant Credit Document unless such reference is expressly limited to refer to such agreement, instrument, or other document “as in effect on” a specified date. Unless otherwise specifiedexpressly stated, references herein if a Person may not take an action under this Agreement, then it may not take that action indirectly, or take any action assisting or supporting any other Person in taking that action directly or indirectly. “Taking an action indirectly” means taking an action that is not expressly prohibited for the Person but is intended to any particular Person also refer to its successors and permitted assignshave substantially the same effects as the prohibited action. This Deed of Trust has been reviewed and negotiated by sophisticated parties with access to legal counsel and no rule of construction Except as otherwise provided therein, this Section 1.3 shall apply hereto or thereto which would require or allow this Deed of Trust equally to be construed against any party because of its role in drafting this Deed of Trusteach other Credit Document as if fully set forth therein, mutatis mutandis.

Interpretation, etc. All references in this Deed of Trust to Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions refer to the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Deed of Trust unless expressly provided otherwise. References to any document, instrument, or agreement (a) shall include all exhibits, schedules, and other attachments thereto, and (b) shall include all amendments, supplements or restatements thereof. Titles appearing at Any of the beginning of any subdivisions hereof are for convenience only and do not constitute any part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. The words "this Deed of Trust", "this instrument", "herein", "hereof", "hereby", "hereunder" and words of similar import refer to this Deed of Trust as a whole and not to any particular subdivision unless expressly so limited. The phrases "this section" and "this subsection" and similar phrases refer only to the sections or subsections hereof in which such phrases occur. The word "or" is not exclusive, and the word "including" (in its various forms) means "including without limitation". References to a Person's "discretion" refer to such Person's sole and absolute discretion. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versaterms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. Unless otherwise specified, references References herein to any particular Person also Article, Section, Schedule or Exhibit shall be to an Article or a Section of, or a Schedule or an Exhibit to, this Agreement, unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and ​ to refer to its any and all real and personal, tangible and intangible assets and properties, including Cash, Securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including this Agreement and the other Credit Documents) 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 and, in the case of the Merger Agreement, subject to the approval thereof by the Arranger to the extent such approval would be required under Section 3.1), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns. This Deed assigns (subject to any restrictions on assignment set forth herein) and, in the case of Trust has been reviewed any Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and negotiated by sophisticated parties with access to legal counsel (d) the words “herein”, “hereof” and no rule “hereunder”, and words of construction similar import, shall apply hereto or thereto which would require or allow this Deed of Trust to be construed against to refer to this Agreement in its entirety and not to any party because of its role in drafting this Deed of Trustparticular provision hereof.

Interpretation, etc. All references Any of the terms defined herein may, unless the context otherwise requires, be used in this Deed of Trust to Exhibitsthe singular or the plural, Schedules, articles, sections, subsections, definitions and other subdivisions refer to depending on the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Deed of Trust unless expressly provided otherwisereference. References herein to any documentSection, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. Any requirement for a referenced agreement, instrument, certificate or agreement (a) other document to be in “substantially” the form of an Appendix, Schedule, or Exhibit hereto means that such referenced document shall include all exhibitsbe in the form of such Appendix, schedulesSchedule, and other attachments theretoor Exhibit with such modifications to such form as are approved by Requisite Purchasers, and (b) shall include all amendmentsand, supplements or restatements thereof. Titles appearing at in the beginning case of any subdivisions hereof are for convenience only and do not constitute any part of such subdivisions and shall be disregarded Collateral Document, Collateral Agent, in construing the language contained each case in such subdivisionsCollateral Agent’s sole discretion. The words "this Deed of Trust"“hereof”, "this instrument"“hereunder”, "herein"“hereby”, "hereof", "hereby", "hereunder" and words of similar import used in this Agreement refer to this Deed of Trust Agreement as a whole and not to any particular subdivision unless expressly so limitedprovision of this Agreement. The phrases "this section" and "this subsection" and similar phrases refer only use herein of the words “include” or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the sections specific items or subsections hereof matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The use herein of the words “continuing”, “continuance”, “existing”, or any words of similar import or derivatives of any such words in which reference to any Event of Default means that such phrases occurEvent of Default has not been expressly waived or, solely with respect to any Event of Default with respect to the financial covenant set forth in Section 6.8(a), deemed cured in accordance with the terms of Section 8.2. The word "or" is not exclusive, “will” shall be construed as having the same meaning and effect as the word "including" (in its various forms) means "including without limitation"“shall”. References The words “assets” and “property” shall be construed as having the same meaning and effect and to a Person's "discretion" refer to such Person's sole any and absolute discretionall tangible and intangible assets and properties of any relevant Person or Persons. Pronouns in masculine, feminine The terms lease and neuter genders license shall be construed to include sub-lease and sub-license. Whenever the context may require, any other gender, and words in the singular form pronoun shall be construed to include the plural corresponding masculine, feminine, and vice versa, unless the context neuter forms. References to Persons include their respective permitted successors and assigns. Except as otherwise requires. Unless otherwise specifiedexpressly provided herein, references herein to any particular Person also statutes, legislative acts, laws, regulations, and rules shall be deemed to refer to its successors such statutes, acts, laws, regulations, and permitted assigns. This Deed rules as in effect from time to time, including any amendments of Trust has been reviewed and negotiated by sophisticated parties with access to legal counsel and no rule of construction shall apply hereto or thereto which would require or allow this Deed of Trust to be construed against any party because of its role in drafting this Deed of Trust.the same and