Common use of Interpretation, etc Clause in Contracts

Interpretation, etc. 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 to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Section, Appendix, Schedule or Exhibit will be to a Section, 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, will 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, but rather will 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 terms lease and license will include sub-lease and sub-license, as applicable. Unless the context requires otherwise, any definition of or reference to any agreement, instrument or other document (including any Organizational Document) will 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 or in any other Credit Document). Any reference herein to any Person will be construed to include such Person’s successors and permitted assigns. The words “asset” and “property” will be construed to have the same meaning and effect. The word “will” shall be construed to have the same meaning and effect as the word “shall.” Any reference to any law or regulation will (i) include all statutory and regulatory provisions consolidating, replacing or interpreting or supplementing such law or regulation and (ii) unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. This Section 1.3 will apply, mutatis mutandis, to all Credit Documents.

Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, plural depending on the reference. References to “hereof” or “herein” mean of or in this Agreement, as applicableA gender includes all genders. References herein to any Section, Appendix, Schedule or Exhibit will shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof of this Loan Agreement unless otherwise specifically provided. Any reference to an agreement or document shall be deemed to include all exhibits, annexes, appendices and schedules thereto. The use herein of the word “include” or “including,” ”, when following any general statement, term or matter, will 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, but rather will 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 terms lease and license will include sub-lease and sub-license, as applicable. Unless the context requires otherwise, any definition of or reference to any agreement, instrument or other document (including any Organizational Document) will 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 or in any other Credit Document). Any reference herein to any Person will be construed to include such Person’s successors and permitted assigns. The words “asset” and “property” will be construed to have the same meaning and effect. The word “will” shall be construed to have the same 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 “hereof”, “herein” and “hereunder”, and words of similar import, when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision of such Loan Document. The terms lease and license shall include any sub-lease and sub- license, as applicable. In the computation of a period of time from a specified date to a later date, the word “shall.from” Any reference 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 extent that such amendments, restatements, novations, modifications, supplements, replacements, changes and waivers are permitted or not prohibited by the terms of this Loan Agreement or the affected agreement or Contractual Obligation and references herein to any law defined term, section, clause or regulation will article of such agreements or Contractual Obligations shall be deemed to refer to such defined term, section, clause or article of such agreements or Contractual Obligations, as amended, restated or replaced, as appropriate, (ib) include references herein to Requirements of Law are to be construed as including all statutory and regulatory provisions consolidating, amending, substituting, re- enacting, modifying or replacing or interpreting or supplementing the Requirement of Law to which reference is made and all rules and regulations promulgated pursuant to such law or regulation Requirement of Law, (c) references herein to Persons include their respective successors and permitted assigns and, in the case of any Governmental Authority, any Person succeeding to any of its functions and capacities and (iid) unless otherwise specified, references to days shall refer to such law calendar days, unless Business Days are specified; references to weeks, months or regulation years shall be to calendar weeks, months or years, respectively. A reference to a document includes an agreement (as amendedso defined) in writing or a certificate, modified notice, instrument or supplemented from time document, or any information recorded in computer disk form. Where a Loan Party is required to timeprovide 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 Section 1.3 will applyLoan Agreement is the result of negotiations among, mutatis mutandisand has been reviewed by counsel to, the Administrative Agent, the Collateral Agent, the Lender and the Loan Parties, and is the product of all parties. In the interpretation of this Loan Agreement, no rule of construction shall apply to all Credit Documentsdisadvantage one party on the ground that such party proposed or was involved in the preparation of any particular provision of this Loan Agreement or this 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 good faith, discretion or judgment by the Administrative Agent, the Collateral Agent or the Lender shall not be construed 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 other Loan Party or any other Person.

Interpretation, etc. Any The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined herein may, unless defined. Whenever the context otherwise requires, be used in the singular or the plural, depending on the reference. References to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Section, Appendix, Schedule or Exhibit will be to a Section, 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, will 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, but rather will 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 terms lease and license will include sub-lease and sub-license, as applicable. Unless the context requires otherwiserequire, any definition of or reference to any agreementpronoun shall include the corresponding masculine, instrument or other document (including any Organizational Document) will 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 or in any other Credit Document). Any reference herein to any Person will be construed to include such Person’s successors feminine and permitted assignsneuter forms. The words “assetinclude,” “includes” and “propertyincluding” will shall be construed deemed to have be followed by the same meaning and effect. phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Any Unless the context requires otherwise (a) any definition of or reference to any law agreement, instrument or regulation will other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (isubject to any restrictions on such amendments, supplements or modifications set forth in any Credit Document), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all statutory references herein to Sections, Appendices, Exhibits and regulatory provisions consolidatingSchedules shall be construed to refer to Sections of, replacing or interpreting or supplementing such law or regulation and Appendices, Exhibits and Schedules to, this Agreement, (iie) any reference to any Law herein shall, unless otherwise specified, refer to such law or regulation Law as amended, modified or supplemented from time to time. This Section 1.3 will apply, mutatis mutandis(f) 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 (g) any reference to EagleTree-Carbide Holdings (Cayman), LP, whether acting in its capacity as a Guarantor or otherwise, shall be construed as a reference to the partnership acting at all Credit Documentstimes through its general partner, EagleTree-Carbide (GP), LLC.

Interpretation, etc. 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 to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Section, Appendix, Schedule or Exhibit will shall be to a Section, 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, will 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-no limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather will 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 terms lease words “hereof”, “herein”, “hereunder” and license will include sub-lease words of similar import when used in this Agreement shall refer to this Agreement as a whole and sub-license, as applicablenot to any particular provision of this Agreement. Unless the context requires otherwiseotherwise or otherwise specified in any applicable Credit Document, (a) a reference to any Person includes that Person’s successors and assigns (subject to any restrictions on assignments set forth herein), (b) any definition of or reference to any Credit Document, agreement, instrument or other document (including any Organizational Document) will herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented supplemented, joined or otherwise modified (subject to any restrictions on such amendments, supplements supplements, or modifications set forth herein or in therein), (c) any other Credit Document). Any reference herein to any Person will be construed to include such Person’s successors and permitted assigns. The words “asset” and “property” will be construed to have the same meaning and effect. The word “will” shall be construed to have the same meaning and effect as the word “shall.” Any reference to any law or regulation will (i) include all statutory and regulatory provisions consolidating, replacing or interpreting or supplementing such law or regulation and (ii) unless otherwise specified, herein shall refer to such law or regulation as amended, modified or supplemented from time to time. This Section 1.3 will applytime and any successor thereto, mutatis mutandis(d) any reference to a particular time of day shall be to such time of day in the City of New York, and (e) any reference to all Credit Documentsthe approval, consent, determination, acceptance or request of the Administrative Agent or the Collateral Agent shall mean such reference in its sole discretion acting in good faith.

Interpretation, etc. 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 to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Section, Appendix, Schedule or Exhibit will shall be to a Section, 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, will 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, but rather will 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 terms lease words “hereof,” “herein,” “hereunder” and license will include sub-lease words of similar import when used in this Agreement shall refer to this Agreement as a whole and sub-license, as applicablenot to any particular provision of this Agreement. Unless the context requires otherwiseotherwise or otherwise specified in any applicable Credit Document, (a) reference to any Person includes that Person’s successors and assignees, (b) any definition of or reference to any Credit Document, agreement, instrument or other document (including any Organizational Document) will herein 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 supplements, or modifications set forth herein or in therein), and (c) any other Credit Document). Any reference herein to any Person will be construed to include such Person’s successors and permitted assigns. The words “asset” and “property” will be construed to have the same meaning and effect. The word “will” shall be construed to have the same meaning and effect as the word “shall.” Any reference to any law or regulation will (i) include all statutory and regulatory provisions consolidating, replacing or interpreting or supplementing such law or regulation and (ii) unless otherwise specified, herein shall refer to such law or regulation as amended, modified or supplemented from time to time. This Section 1.3 will apply, mutatis mutandis, to all Credit Documents.

Interpretation, etc. Any The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined herein may, unless defined. Whenever the context otherwise requires, be used in the singular or the plural, depending on the reference. References to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Section, Appendix, Schedule or Exhibit will be to a Section, 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, will 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, but rather will 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 terms lease and license will include sub-lease and sub-license, as applicable. Unless the context requires otherwiserequire, any definition of or reference to any agreementpronoun shall include the corresponding masculine, instrument or other document (including any Organizational Document) will 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 or in any other Credit Document). Any reference herein to any Person will be construed to include such Person’s successors feminine and permitted assignsneuter forms. The words “assetinclude,” “includes” and “propertyincluding” will shall be construed deemed to have be followed by the same meaning and effect. phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Any Unless the context requires otherwise (a) any definition of or reference to any law agreement, instrument or regulation will other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (isubject to any restrictions on such amendments, supplements or modifications set forth in any Credit Document), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all statutory references herein to Sections, Appendices, Exhibits and regulatory provisions consolidatingSchedules shall be construed to refer to Sections of, replacing or interpreting or supplementing such law or regulation and Appendices, Exhibits and Schedules to, this Agreement, (iie) any reference to any Law herein shall, unless otherwise specified, refer to such law or regulation Law as amended, modified or supplemented from time to time, and (f) 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. This Section 1.3 will applyThe term “enforceability” and its derivatives when used to describe the enforceability of an agreement shall mean that such agreement is enforceable except as enforceability may be limited by any Debtor Relief Law and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). Any terms used in this Agreement that are defined in the UCC shall be construed and defined as set forth in the UCC unless otherwise defined herein; provided, mutatis mutandisthat to the extent that the UCC is used to define any term herein and such term is defined differently in different Articles of the UCC, to all Credit Documentsthe definition of such term contained in Article 9 of the UCC shall govern.

Interpretation, etc. 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 to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Section, Appendix, Schedule or Exhibit will shall be to a Section, 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, will 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, but rather will 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 terms lease “lease” and license will “license” shall include “sub-lease lease” and “sub-license, ,” as applicable. Unless The words “asset” and “property” shall be construed to have the context requires otherwisesame meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. The words “herein,” hereof,” “hereto,” and “hereunder” and similar words refer to this Agreement as a whole and not to any particular Article, Section, subsection or clause of in this Agreement. Any definition of or reference to any agreement, instrument or other document (including any Organizational Document) will 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 or in any other Credit Document). Any reference herein to any Person will shall be construed to include such Person’s successors and permitted assigns. The words “asset” and “property” will be construed to have the same meaning and effect. The word “will” shall be construed to have the same meaning and effect as the word “shall.” Any reference to any law or regulation will (i) shall include all statutory and regulatory provisions consolidating, amending replacing or interpreting or supplementing such law and any reference to any law or regulation and (ii) shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. This Section 1.3 will apply, mutatis mutandis, to all Credit Documents.

Interpretation, etc. 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 to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Article, Section, Appendix, Schedule or Exhibit will shall be to an Article or a SectionSection of, an Appendix, or a Schedule or an ExhibitExhibit to, as the case may bethis Agreement, hereof unless otherwise specifically provided. The use herein of 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 “includeshall”. The words “asset” or and “including,property” when following any general statement, term or matter, will not shall be construed to limit such statementhave the same meaning and effect and to refer to any and all real and personal, term 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 matter to the specific items or matters set forth immediately following such word or to similar items or matterswith which affected Persons customarily comply), whether or and all judgments, orders, writs and decrees, of all Governmental Authorities. The words “not non-limiting language (such as “without limitation” or “but not limited to” or otherwise applied”, and words of similar import) is , when used with reference theretoto any amount of Net Proceeds of any issuance or sale of Equity Interests that is proposed to be applied to any particular use, but rather will payment or transaction, shall be deemed construed to refer mean that such amount was not previously applied, or is not simultaneously being applied, to all any other items use, payment or matters that fall within the broadest possible scope of transaction other than such general statementparticular use, term payment or mattertransaction. The terms lease Except as otherwise expressly provided herein and license will include sub-lease and sub-license, as applicable. Unless unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including any Organizational Documentthis Agreement and the other Credit Documents) will 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 herein), (b) any definition of or in reference to any other Credit Documentstatute, 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). Any , 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 will shall be construed to include such Person’s successors and permitted assigns. The assigns (subject to any restrictions on assignment set forth herein) and, in the case of 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 (d) the words “assetherein”, “hereof” and “property” will be construed to have the same meaning hereunder”, and effect. The word “will” words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof. Terms defined in the UCC as in effect in the State of New York on the Closing Date and not otherwise defined herein shall, unless the context otherwise indicates, have the same meaning and effect as the word “shallmeanings provided by those definitions.” Any reference to any law or regulation will (i) include all statutory and regulatory provisions consolidating, replacing or interpreting or supplementing such law or regulation and (ii) unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. This Section 1.3 will apply, mutatis mutandis, to all Credit Documents.

Interpretation, etc. 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 to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Section, Appendix, Schedule or Exhibit will 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 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 the Requisite Purchasers, and, in the case of any Collateral Document, Collateral Agent, in each case in Collateral Agent’s sole discretion. The words “hereof”, “hereunder”, “hereby”, and words of similar import used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. The use herein of the word words “include” or “including,” when following any general statement, term or matter, will 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, but rather will 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 terms lease and license will include sub-lease and sub-licenseuse herein of the words “continuing”, as applicable. Unless the context requires otherwise“continuance”, “existing”, or any definition words of similar import or derivatives of any such words in reference to any agreement, instrument or other document (including any Organizational Document) will be construed as referring to Event of Default means that 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 or in any other Credit Document). Any reference herein to any Person will be construed to include such Person’s successors and permitted assigns. The words “asset” and “property” will be construed to have the same meaning and effectEvent of Default has not been expressly waived. The word “will” shall be construed to have as having the same meaning and effect as the word “shall.”. The words “assets” Any reference and “property” shall be construed as having the same meaning and effect and to refer to any law and all tangible and intangible assets and properties of any relevant Person or regulation will (i) Persons. The terms lease and license shall be construed to include all statutory sub-lease and regulatory provisions consolidatingsub-license. Whenever the context may require, replacing or interpreting or supplementing such law or regulation any pronoun shall be construed to include the corresponding masculine, feminine, and (ii) unless neuter forms. References to Persons include their respective permitted successors and assigns. Except as otherwise specifiedexpressly provided herein, references to statutes, legislative acts, laws, regulations, and rules shall be deemed to refer to such law or regulation statutes, acts, laws, regulations, and rules as amended, modified or supplemented 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. This 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 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 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 expressly stated, 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 have substantially the same effects as the prohibited action. Except as otherwise provided therein, this Section 1.3 will applyshall apply equally to each other Note Document as if fully set forth therein, mutatis mutandis, to all Credit Documents.

Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, plural depending on the reference. References to “hereof” or “herein” mean of or in this Agreement, as applicableA gender includes all genders. References herein to any Section, Appendix, Schedule or Exhibit will shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof of this Loan Agreement unless otherwise specifically provided. Any reference to an agreement or document shall be deemed to include all exhibits, annexes, appendices and schedules thereto. The use herein of the word “include” or “including,” ”, when following any general statement, term or matter, will 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, but rather will 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 terms “asset” and “property” shall be construed to have the same 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 “hereof”, “herein” and “hereunder”, and words of similar import, when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision of such Loan Document. The terms lease and license will shall include any sub-lease and sub-license, as applicable. Unless In the context requires otherwisecomputation 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 extent that such amendments, restatements, novations, modifications, supplements, replacements, changes and waivers are permitted or not prohibited by the terms of this Loan Agreement or the affected agreement or Contractual Obligation and references herein to any defined term, section, clause or article of such agreements or Contractual Obligations shall be deemed to refer to 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, re-enacting, 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 assigns and, in the case of any Governmental Authority, any definition 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 any agreementa document includes an agreement (as so defined) in writing or a certificate, notice, instrument or other 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 (including 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 Loan Agreement is the result of negotiations among, and has been reviewed by counsel to, the Administrative Agent, the Collateral Agent, the Lender and the Loan Parties, and is the product of all parties. In the interpretation of this Loan Agreement, no rule of construction shall apply to disadvantage one party on the ground that such party proposed or was involved in the preparation of any Organizational Document) will be construed as referring to such agreementparticular provision of this Loan Agreement or this Loan Agreement itself. Except where otherwise expressly stated, instrument the Administrative Agent, the Collateral Agent or other document as from time to time amendedthe Lender may give or withhold, supplemented or otherwise modified (subject to any restrictions on such amendmentsgive conditionally, supplements or modifications set forth herein or in any other Credit Document)approvals and consents and may form opinions and make determinations at its absolute discretion. Any reference herein to any Person will requirement of good faith, discretion or judgment by the Administrative Agent, the Collateral Agent or the Lender shall not be construed to include such 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 other Loan Party or any other Person’s successors and permitted assigns. The words “asset” and “property” will be construed to have the same meaning and effect. The word “will” shall be construed to have the same meaning and effect as the word “shall.” Any reference to any law or regulation will (i) include all statutory and regulatory provisions consolidating, replacing or interpreting or supplementing such law or regulation and (ii) unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. This Section 1.3 will apply, mutatis mutandis, to all Credit Documents.

Interpretation, etc. 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 to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Article, Section, Appendix, Schedule or Exhibit will shall be to an Article or a SectionSection of, an Appendix, or a Schedule or an ExhibitExhibit to, as the case may bethis Agreement, hereof unless otherwise specifically provided. The use herein of 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 “includeshall”. The words “asset” or and “including,property” when following any general statement, term or matter, will not shall be construed to limit such statement, term or matter to have 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, but rather will be deemed same meaning and effect and to refer to any and all other items or matters that fall within the broadest possible scope of such general statementreal and personal, term or mattertangible and intangible assets and properties, including Cash, Securities, accounts and contract rights. The terms lease word “law” shall be construed as referring to all statutes, rules, regulations, codes and license will include sub-lease other laws (including official rulings and sub-licenseinterpretations thereunder having the force of law), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as applicable. Unless otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including any Organizational Documentthis Agreement and the other Credit Documents) will 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 herein), (b) any definition of or in reference to any other Credit Documentstatute, 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). Any , 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 will shall be construed to include such Person’s successors and permitted assigns. The assigns (subject to any restrictions on assignment set forth herein) and, in the case of 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 (d) the words “assetherein”, “hereof” and “property” will be construed to have the same meaning hereunder”, and effect. The word “will” words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof. Terms defined in the UCC as in effect in the State of New York on the Closing Date and not otherwise defined herein shall, unless the context otherwise indicates, have the same meaning and effect as the word “shallmeanings provided by those definitions.” Any reference to any law or regulation will (i) include all statutory and regulatory provisions consolidating, replacing or interpreting or supplementing such law or regulation and (ii) unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. This Section 1.3 will apply, mutatis mutandis, to all Credit Documents.

Interpretation, etc. 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 to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Section, Appendix, Schedule or Exhibit will shall be to a Section, 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, will 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-no limiting language (such as “"without limitation” " or “"but not limited to” " or words of similar import) is used with reference thereto, but rather will 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 terms lease words "hereof", "herein", "hereunder" and license will include sub-lease words of similar import when used in this Agreement shall refer to this Agreement as a whole and sub-license, as applicablenot to any particular provision of this Agreement. Unless the context requires otherwiseotherwise or otherwise specified in any applicable Credit Document, (a) reference to any Person include that Person's successors and assignees, (b) any definition of or reference to any Credit Document, agreement, instrument or other document (including any Organizational Document) will herein 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 supplements, or modifications set forth herein or in therein), and (c) any other Credit Document). Any reference herein to any Person will be construed to include such Person’s successors and permitted assigns. The words “asset” and “property” will be construed to have the same meaning and effect. The word “will” shall be construed to have the same meaning and effect as the word “shall.” Any reference to any law or regulation will (i) include all statutory and regulatory provisions consolidating, replacing or interpreting or supplementing such law or regulation and (ii) unless otherwise specified, herein shall refer to such law or regulation as amended, modified or supplemented from time to time. This Section 1.3 will apply, mutatis mutandis, to all Credit Documents.

Interpretation, etc. (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 to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Article, Section, Appendix, Schedule or Exhibit will shall be to an Article or a SectionSection of, an Appendix, or a Schedule or an ExhibitExhibit to, as the case may bethis Agreement, hereof unless otherwise specifically provided. The use herein of 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 “includeshall”. The words “asset” or and “including,property” when following any general statement, term or matter, will not shall be construed to limit such statement, term or matter to have 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, but rather will be deemed same meaning and effect and to refer to any and all other items or matters that fall within the broadest possible scope of such general statementreal and personal, term or mattertangible and intangible assets and properties, including Cash, Securities, accounts and contract rights. The terms lease word “law” shall be construed as referring to all statutes, rules, regulations, codes and license will include sub-lease other laws (including official rulings and sub-licenseinterpretations 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 applicable. Unless otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including any Organizational Documentthis Agreement and the other Credit Documents) will 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 in reference to any other Credit Documentstatute, 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). Any , 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 will shall be construed to include such Person’s successors and permitted assigns. The assigns (subject to any restrictions on assignment set forth herein) and, in the case of 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 (d) the words “assetherein”, “hereof” and “property” will be construed to have the same meaning hereunder”, and effect. The word “will” words of similar import, shall be construed to have the same meaning refer to this Agreement in its entirety and effect as the word “shall.” Any reference not to any law or regulation will (i) include all statutory and regulatory provisions consolidating, replacing or interpreting or supplementing such law or regulation and (ii) unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. This Section 1.3 will apply, mutatis mutandis, to all Credit Documentsparticular provision hereof.

Interpretation, etc. 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 to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Section, Appendix, Schedule or Exhibit will be to a Section, 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, will 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, but rather will 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 terms lease and license will include sub-lease and sub-license, as applicable. Unless the context requires otherwise, any definition of or reference to any agreement, instrument or other document (including any Organizational Document) will 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 or in any other Credit Document). Any reference herein to any Person will be construed to include such Person’s successors and permitted assigns. The words “asset” and “property” will be construed to have the same meaning and effect. The word “will” shall be construed to have the same meaning and effect as the word “shall.” Any reference to any law or regulation will (ia) include all statutory and regulatory provisions consolidating, replacing or interpreting or supplementing such law or regulation and (iib) unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. This Section 1.3 will apply, mutatis mutandis, to all Credit Documents.

Interpretation, etc. 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 to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Article, Section, Appendix, Schedule or Exhibit will shall be to an Article or a SectionSection of, an Appendix, or a Schedule or an ExhibitExhibit to, as the case may bethis Agreement, hereof unless otherwise specifically provided. The use herein of the word words “include”, “includes” or and “including,” when following any general statement, term or matter, will not shall be construed deemed to limit such statement, term or matter to be followed by 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 phrase “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather will 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 terms lease and license will include sub-lease and sub-license, as applicable. Unless the context requires otherwise, any definition of or reference to any agreement, instrument or other document (including any Organizational Document) will 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 or in any other Credit Document). Any reference herein to any Person will be construed to include such Person’s successors and permitted assigns. The words “asset” and “property” will be construed to have the same meaning and effect”. The word “will” shall be construed to have the same meaning and effect as the word “shall.”. The words “asset” Any and “property” shall be construed to have the same meaning and effect and to refer to 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. The words “not otherwise applied”, and words of similar import, when used with reference to any law amount of Net Proceeds of any issuance or regulation will sale of Equity Interests that is proposed to be applied to any particular use, payment or transaction, shall be construed to mean that such amount was not previously applied, or is not simultaneously being applied, to any other use, payment or transaction other than such particular use, payment or transaction. Except as otherwise expressly provided herein and unless the context requires otherwise, (ia) include all statutory any definition of or reference to any agreement, instrument or other document (including this Agreement and regulatory provisions consolidating, replacing or interpreting or supplementing such law or regulation and (iithe other Credit Documents) unless otherwise specified, refer shall be construed as referring to such law agreement, instrument or regulation other document, as the case may be, as amended, restated, amended and restated, supplemented. waived or otherwise modified or supplemented from time to timetime in accordance with its terms (including on or prior to the date hereof), subject to any restriction on any such amendment, restatement, amendment and restatement, supplement. This Section 1.3 will applywaiver or otherwise modified or other modification set forth herein, mutatis mutandis(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 Credit Documentsrules, 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 assigns (subject to any restrictions on assignment set forth herein) and, in the case of 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 (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof. Terms defined in the UCC as in effect in the State of New York on the Closing Date and not otherwise defined herein shall, unless the context otherwise indicates, have the meanings provided by those definitions. Unless the context otherwise requires, any reference herein to DLP IV or DLP VI owning a life insurance policy shall include any life insurance policy that is held in a securities account for the benefit of DLP IV or DLP VI, as applicable.

Interpretation, etc. 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 to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Article, Section, Appendix, Schedule or Exhibit will shall be to an Article or a SectionSection of, an Appendix, or a Schedule or an ExhibitExhibit to, as the case may bethis Agreement, hereof unless otherwise specifically provided. The use herein of 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 “includeshall”. The words “asset” or and “including,property” when following any general statement, term or matter, will not shall be construed to limit such statement, term or matter to have 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, but rather will be deemed same meaning and effect and to refer to any and all other items or matters that fall within the broadest possible scope of such general statementreal and personal, term or mattertangible and intangible assets and properties, including Cash, Securities, accounts and contract rights. The terms lease word “law” shall be construed as referring to all statutes, rules, regulations, codes and license will include sub-lease other laws (including official rulings and sub-licenseinterpretations 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 applicable. Unless otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including any Organizational Documentthis Agreement and the other Credit Documents) will 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 herein), (b) any definition of or in reference to any other Credit Documentstatute, 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). Any , 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 will shall be construed to include such Person’s successors and permitted assigns. The assigns (subject to any restrictions on assignment set forth herein) and, in the case of 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 (d) the words “assetherein”, “hereof” and “property” will be construed to have the same meaning hereunder”, and effect. The word “will” words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof. Terms defined in the UCC as in effect in the State of New York on the Closing Date and not otherwise defined herein shall, unless the context otherwise indicates, have the same meaning and effect as the word “shallmeanings provided by those definitions.” Any reference to any law or regulation will (i) include all statutory and regulatory provisions consolidating, replacing or interpreting or supplementing such law or regulation and (ii) unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. This Section 1.3 will apply, mutatis mutandis, to all Credit Documents.

Interpretation, etc. 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 to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Article, Section, Appendix, Schedule or Exhibit will shall be to an Article or a SectionSection of, an Appendix, or a Schedule or an ExhibitExhibit to, as the case may bethis Agreement, hereof unless otherwise specifically provided. The use herein of 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 “includeshall”. The words “asset” or and “including,property” when following any general statement, term or matter, will not shall be construed to limit such statement, term or matter to have 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, but rather will be deemed same meaning and effect and to refer to any and all other items or matters that fall within the broadest possible scope of such general statementreal and personal, term or mattertangible and intangible assets and properties, including cash, securities, accounts and contract rights. The terms lease word “law” shall be construed as referring to all statutes, rules, regulations, codes and license will include sub-lease other laws (including official rulings and sub-licenseinterpretations 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 applicable. Unless otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including any Organizational Documentthis Agreement and the other Credit Documents) will 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 herein), (b) any definition of or in reference to any other Credit Documentstatute, 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). Any , 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 will shall be construed to include such Person’s successors and permitted assigns. The assigns (subject to any restrictions on assignment set forth herein) and, in the case of 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 (d) the words “assetherein”, “hereof” and “property” will be construed to have the same meaning hereunder”, and effect. The word “will” words of similar import, shall be construed to have the same meaning refer to this Agreement in its entirety and effect as the word “shall.” Any reference not to any law or regulation will (i) include all statutory and regulatory provisions consolidating, replacing or interpreting or supplementing such law or regulation and (ii) unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. This Section 1.3 will apply, mutatis mutandis, to all Credit Documentsparticular provision hereof.

Interpretation, etc. 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 to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Section, Appendix, Schedule or Exhibit will shall be to a Section, 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, will 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, but rather will 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 terms lease words “hereof,” “herein,” “hereunder” and license will include sub-lease words of similar import when used in this Agreement shall refer to this Agreement as a whole and sub-license, as applicablenot to any particular provision of this Agreement. Unless the context requires otherwiseotherwise or otherwise specified in any applicable Credit Document, (a) reference to any Person includes that Person’s successors and assignees, (b) any definition of or reference to any Credit Document, agreement, instrument or other document (including any Organizational Document) will herein 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 supplements, or modifications set forth herein or in therein), and (c) any other Credit Document). Any reference herein to any Person will be construed to include such Person’s successors and permitted assigns. The words “asset” and “property” will be construed to have the same meaning and effect. The word “will” shall be construed to have the same meaning and effect as the word “shall.” Any reference to any law or regulation will (i) include all statutory and regulatory provisions consolidating, replacing or interpreting or supplementing such law or regulation and (ii) unless otherwise specified, herein shall refer to such law or regulation as amended, modified or supplemented from time to time. This Section 1.3 will applyAll references to time of day herein are references to Chicago, mutatis mutandisIllinois, to all Credit Documentstime unless otherwise specifically provided.

Interpretation, etc. 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 to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Section, Appendix, Schedule or Exhibit will shall be to a Section, 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, will 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, but rather will 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 terms lease and license will include sub-lease and sub-license, as applicable. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including any Organizational Organization Document) will 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 or in any other Credit Document). Any , (b) any reference herein to any Person will shall be construed to include such Person’s successors and permitted assigns. The words “asset” and “property” will be construed to have the same meaning and effect. The word “will” shall be construed to have the same meaning and effect as the word “shall.” Any , (c) any reference to any law or regulation will (i) shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting or supplementing such law and any reference to any law or regulation and (ii) shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. This Section 1.3 will apply, mutatis mutandisand (d) 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, to all Credit Documentsincluding cash, securities, accounts and contract rights.

Interpretation, etc. 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 to “hereof” or “herein” mean of or in this AgreementWhenever the context may require, as applicableany pronoun shall include the corresponding masculine, feminine and neuter forms. References herein to any Section, Appendix, Schedule or Exhibit will shall be to a Section, 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, will 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, but rather will 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 terms lease and license will shall include sub-lease and sub-license, as applicable. Unless the context requires otherwise, otherwise (a) any definition of or reference to any agreement, instrument or other document (including any Organizational Document) will herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein or in the Credit Documents), (b) any other Credit Document). Any reference herein to any Person will shall be construed to include such Person’s successors and permitted assigns. The , (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) the words “asset” and “property” will be construed to have the same meaning and effect. The word “will” shall be construed to have the same meaning and effect as and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, (e) the word “shall.from” Any when used in connection with a period of time means “from and including” and the word “until” means “to but not including”, (f) references to days, months, quarters and years refer to calendar days, months, quarters and years, respectively and (g) any reference to any law or regulation will (i) shall include all statutory and regulatory provisions consolidating, amendment, replacing or interpreting or supplementing such law and any reference to any law or regulation and (ii) unless otherwise specified, shall refer to such law or regulation as amended, modified or supplemented from time to time. This Section 1.3 will apply, mutatis mutandis, to all Credit Documents.

Interpretation, etc. 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 to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Section, Appendix, Schedule or Exhibit will 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 other document to be “substantially” in 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, and, in the case of any Collateral Document, Collateral Agent, in each case in such Agent’s sole discretion. The words “hereof,” “hereunder,” “hereby” and words of similar import used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. The use herein of the word words “include” or “including,” when following any general statement, term or matter, will 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, but rather will 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 terms lease and license will include sub-lease and sub-license, as applicable. Unless use herein of the context requires otherwise, words “continuing,” “continuance,” “existing” or any definition words of similar import or derivatives of any such words in reference to any agreement, instrument or other document (including any Organizational Document) will be construed as referring to Event of Default means that 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 or in any other Credit Document). Any reference herein to any Person will be construed to include such Person’s successors and permitted assigns. The words “asset” and “property” will be construed to have the same meaning and effectEvent of Default has not been expressly waived. The word “will” shall be construed to have as having the same meaning and effect as the word “shall.” Any reference The words “assets” and “property” shall be construed as having the same meaning and effect and to refer to any law and all tangible and intangible assets and properties of any relevant Person or regulation will (i) Persons. The terms lease and license shall be construed to include all statutory sub-lease and regulatory provisions consolidatingsub-license. Whenever the context may require, replacing or interpreting or supplementing such law or regulation any pronoun shall be construed to include the corresponding masculine, feminine and (ii) unless neuter forms. References to Persons include their respective permitted successors and assigns. Except as otherwise specifiedexpressly provided herein, references to statutes, legislative acts, laws, regulations and rules shall be deemed to refer to such law or regulation statutes, acts, laws, regulations and rules as amended, modified or supplemented 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. This Except as otherwise expressly provided herein, any reference in or to this Agreement, any other Loan Document, or any other agreement, instrument or other document shall be construed to refer to 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 any other relevant Loan Document unless such reference is expressly limited to refer to such agreement, instrument or other document “as in effect on” a specified date. If any payment to be made or action to be taken by a Borrower shall fall due or shall be required to be taken, as applicable, on a day that is not a Business Day, such payment shall be due or such action shall be taken, as applicable, on the next succeeding Business Day. Except as otherwise provided therein, this Section 1.3 will applyshall apply equally to each other Loan Document as if fully set forth therein, mutatis mutandis, to all Credit Documents.

Interpretation, etc. (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 to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Article, Section, Appendix, Schedule or Exhibit will shall be to an Article or a SectionSection of, an Appendix, or a Schedule or an ExhibitExhibit to, as the case may bethis Agreement, hereof unless otherwise specifically provided. The use herein of 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 “includeshall”. The words “asset” or and “including,property” when following any general statement, term or matter, will not shall be construed to limit such statement, term or matter to have 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, but rather will be deemed same meaning and effect and to refer to any and all other items or matters that fall within the broadest possible scope of such general statementreal and personal, term or mattertangible and intangible assets and properties, including Cash, Securities, accounts and contract rights. The terms lease word “law” shall be construed as referring to all statutes, rules, regulations, codes and license will include sub-lease other laws (including official rulings and sub-licenseinterpretations 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 applicable. Unless otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including any Organizational Documentthis Agreement and the other Credit Documents) will 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 herein), (b) any definition of or in reference to any other Credit Documentstatute, 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). Any , 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 will shall be construed to include such Person’s successors and permitted assigns. The assigns (subject to any restrictions on assignment set forth herein) and, in the case of 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 (d) the words “assetherein”, “hereof” and “property” will be construed to have the same meaning hereunder”, and effect. The word “will” words of similar import, shall be construed to have the same meaning refer to this Agreement in its entirety and effect as the word “shall.” Any reference not to any law or regulation will (i) include all statutory and regulatory provisions consolidating, replacing or interpreting or supplementing such law or regulation and (ii) unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. This Section 1.3 will apply, mutatis mutandis, to all Credit Documentsparticular provision hereof.

Interpretation, etc. 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 to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Article, Section, Appendix, Schedule or Exhibit will shall be to an Article or a SectionSection of, an Appendix, or a Schedule or an ExhibitExhibit to, as the case may bethis Agreement, hereof unless otherwise specifically provided. The use herein of 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 “includeshall”. The words “asset” or and “including,property” when following any general statement, term or matter, will not shall be construed to limit such statement, term or matter to have 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, but rather will be deemed same meaning and effect and to refer to any and all other items or matters that fall within the broadest possible scope of such general statementreal and personal, term or mattertangible and intangible assets and properties, including cash, securities, accounts and contract rights. The terms lease word “law” shall be construed as referring to all statutes, rules, regulations, codes and license will include sub-lease other laws (including official rulings and sub-licenseinterpretations thereunder having the force of law or with which affected Persons customarily comply), as applicableand all judgments, orders, writs and decrees, of all Governmental Authorities. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including any Organizational Documentthis Agreement) will 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 herein), (b) any definition of or in reference to any other Credit Documentstatute, 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). Any , (c) any reference herein to any Person will shall be construed to include such Person’s successors and permitted assigns. The assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, and (d) the words “assetherein”, “hereof” and “property” will be construed to have the same meaning hereunder”, and effect. The word “will” words of similar import, shall be construed to have the same meaning refer to this Agreement in its entirety and effect as the word “shall.” Any reference not to any law or regulation will (i) include all statutory and regulatory provisions consolidating, replacing or interpreting or supplementing such law or regulation and (ii) unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. This Section 1.3 will apply, mutatis mutandis, to all Credit Documentsparticular provision hereof.

Interpretation, etc. 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 to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Section, Appendix, Schedule or Exhibit will shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof or hereto, as the case may be, unless otherwise specifically provided. References herein to a Schedule shall be considered a reference to such Schedule as of the Closing Date. The use herein of the word “include” or “including,” when following any general statement, term or matter, will 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-no limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather will 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 terms lease A Default or an Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement or, in the case of a Default, is cured within any period of cure expressly provided for in this Agreement; and license will include sub-lease and sub-license, an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived in writing by Requisite Lenders or as applicableotherwise waived hereunder. Unless the context requires otherwiseotherwise indicated, any definition of or reference to any agreement, instrument or other document (including any Organizational Document) will herein 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 or in any other Credit Documentherein). Any reference herein When the performance of any covenant, duty or obligation is stated to any be due or performance required on (or before) a day which is not a Business Day, the date of such performance shall extend to the immediately succeeding Business Day. All certifications to be made hereunder by an officer or representative of a Loan Party shall be made by such a Person will be construed to include in his or her capacity solely as an officer or a representative of such Loan Party, on such Loan Party’s behalf and not in such Person’s successors and permitted assigns. The words “asset” and “property” will be construed to have the same meaning and effect. The word “will” shall be construed to have the same meaning and effect as the word “shallindividual capacity.” Any reference to any law or regulation will (i) include all statutory and regulatory provisions consolidating, replacing or interpreting or supplementing such law or regulation and (ii) unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. This Section 1.3 will apply, mutatis mutandis, to all Credit Documents.

Interpretation, etc. 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 to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Article, Section, Appendix, Schedule or Exhibit will shall be to an Article or a SectionSection of, an Appendix, or a Schedule or an ExhibitExhibit to, as the case may bethis Agreement, hereof unless otherwise specifically provided. The use herein of 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 “includeshall”. The words “asset” or and “including,property” when following any general statement, term or matter, will not shall be construed to limit such statement, term or matter to have 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, but rather will be deemed same meaning and effect and to refer to any and all other items or matters that fall within the broadest possible scope of such general statementreal and personal, term or mattertangible and intangible assets and properties, including Cash, Securities, accounts and contract rights. The terms lease word “law” shall be construed as referring to all statutes, rules, regulations, codes and license will include sub-lease other laws (including official rulings and sub-licenseinterpretations 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 applicable. Unless otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including any Organizational Documentthis Agreement and the other Credit Documents) will 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 3.1)), (b) any definition of or in reference to any other Credit Documentstatute, 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). Any , 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 will shall be construed to include such Person’s successors and permitted assigns. The assigns (subject to any restrictions on assignment set forth herein) and, in the case of 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 (d) the words “assetherein”, “hereof” and “property” will be construed to have the same meaning hereunder”, and effect. The word “will” words of similar import, shall be construed to have the same meaning refer to this Agreement in its entirety and effect as the word “shall.” Any reference not to any law or regulation will (i) include all statutory and regulatory provisions consolidating, replacing or interpreting or supplementing such law or regulation and (ii) unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. This Section 1.3 will apply, mutatis mutandis, to all Credit Documentsparticular provision hereof.

Interpretation, etc. 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 to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Article, Section, Appendix, Schedule or Exhibit will shall be to an Article or a SectionSection of, an Appendix, or a Schedule or an ExhibitExhibit to, as the case may bethis Agreement, hereof unless otherwise specifically provided. The use herein of 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 “includeshall”. The words “asset” or and “including,property” when following any general statement, term or matter, will not shall be construed to limit such statement, term or matter to have 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, but rather will be deemed same meaning and effect and to refer to any and all other items or matters that fall within the broadest possible scope of such general statementreal and personal, term or mattertangible and intangible assets and properties, including Cash, Securities, accounts and contract rights. The terms lease word “law” shall be construed as referring to all statutes, rules, regulations, codes and license will include sub-lease other laws (including official rulings and sub-licenseinterpretations thereunder having the force of law or with which affected Persons customarily comply), as applicableand all judgments, orders, writs and decrees, of all Governmental Authorities. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument instrument, plan, Contractual Obligation or other document (including any Organizational Documentthis Agreement) will shall be construed as referring to such agreement, instrument instrument, plan, Contractual Obligation or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein herein), (b) any definition of or in reference to any other Credit Documentstatute, rule or regulation shall be construed as referring thereto as from time to time amended, restated, supplemented or otherwise modified (including by succession of comparable successor laws). Any , (c) any reference herein to any Person will shall be construed to include such Person’s successors and permitted assigns. The assigns (subject to any restrictions on assignment set forth herein) and, in the case of 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 (d) the words “assetherein”, “hereof” and “property” will be construed to have the same meaning hereunder”, and effect. The word “will” words of similar import, shall be construed to have the same meaning refer to this Agreement in its entirety and effect as the word “shall.” Any not to any particular provision hereof. Unless otherwise indicated, any reference to a US Dollar amount in Section 5, Section 6 or Section 7.1 of this Agreement (or in any law definition of a term used in any such Section) shall be deemed to be a reference to that US Dollar amount or regulation will (i) include the equivalent thereof in one or more other currencies, and for purposes of any determination under Section 5, Section 6 or Section 7.1 or any determination under any other provision of this Agreement expressly requiring the use of a current exchange rate, all statutory and regulatory provisions consolidatingamounts incurred, replacing outstanding or interpreting proposed to be incurred or supplementing outstanding in currencies other than US Dollars shall be translated into US Dollars at currency exchange rates in effect on the date of such law determination. Whenever the phrase “to the knowledge of the Company” or regulation and (ii) unless otherwise specifiedwords of similar import are used in this Agreement, refer to such law or regulation as amended, modified or supplemented from time to time. This Section 1.3 will apply, mutatis mutandis, to all Credit Documentsit means actual knowledge of any Responsible Officer of the Company.

Interpretation, etc. 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 to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Article, Section, Appendix, Schedule or Exhibit will shall be to an Article or a SectionSection of, an Appendix, or a Schedule or an ExhibitExhibit to, as the case may bethis Agreement, hereof unless otherwise specifically provided. The use herein of 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 “includeshall”. The words “asset” or and “including,property” when following any general statement, term or matter, will not shall be construed to limit such statement, term or matter to have 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, but rather will be deemed same meaning and effect and to refer to any and all other items or matters that fall within the broadest possible scope of such general statementreal and personal, term or mattertangible and intangible assets and properties, including cash, Securities, accounts and contract rights. The terms lease word “law” shall be construed as referring to all statutes, rules, regulations, codes and license will include sub-lease other laws (including official rulings and sub-licenseinterpretations 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 applicable. Unless otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including any Organizational Documentthis Agreement and the other Credit Documents) will 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 herein), (b) any definition of or in reference to any other Credit Documentstatute, 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). Any , 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 will shall be construed to include such Person’s successors and permitted assigns. The assigns (subject to any restrictions on assignment set forth herein) and, in the case of 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 (d) the words “assetherein”, “hereof” and “property” will be construed to have the same meaning hereunder”, and effect. The word “will” words of similar import, shall be construed to have refer to this Agreement in its entirety and not to any particular provision hereof. All references to dividends or distributions shall be deemed to include all payments to limited partners by the same meaning and effect Borrower notwithstanding that such payments may otherwise be characterized as the word “shall.” a return of capital. Any reference to any law or regulation will (i) an officer of the Borrower shall be deemed to include all statutory and regulatory provisions consolidating, replacing or interpreting or supplementing such law or regulation and (ii) unless otherwise specified, refer a reference to such law or regulation as amended, modified or supplemented from time to time. This Section 1.3 will apply, mutatis mutandis, to all Credit Documentsofficer of the GP acting on behalf of the Borrower.

Interpretation, etc. 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 to The words “hereof,” or “herein,” mean “hereto” and “hereunder” and words of or in similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement, as applicable. References herein to any Section, Appendix, Schedule or Exhibit will shall be to a Section, 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, will 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-no limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather will 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 terms lease and license will include sub-lease and sub-licenseUnless otherwise indicated, references to contracts or agreements shall mean such contracts or agreements as applicable. Unless the context requires otherwiseamended, any definition of or reference to any agreement, instrument or other document (including any Organizational Document) will be construed as referring to such agreement, instrument or other document as from time to time amendedrestated, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Credit Document). Any reference herein to any Person will be construed to include such Person’s successors and permitted assigns. The words “asset” and “property” will be construed to have the same meaning and effect. The word “will” shall be construed to have the same meaning and effect as the word “shall.” Any reference to any law or regulation will (i) include all statutory and regulatory provisions consolidating, replacing or interpreting or supplementing such law or regulation and (ii) unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. This Section 1.3 will applyFor purposes of determining whether any Investment by Borrower or any of its Restricted Subsidiaries in any Unrestricted Subsidiary is on fair and reasonable terms no less favorable to the Borrower or such Restricted Subsidiary that it would obtain in an arms-length transaction with a Person that is not an Affiliate, mutatis mutandis, to all Credit Documentssuch determination shall take into account the value derived by the Borrower or such Restricted Subsidiary from the increase in the value of the equity interests the Borrower or such Restricted Subsidiary holds in such Unrestricted Subsidiary as a result of such Investment.

Interpretation, etc. 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 to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Section, Appendix, Schedule or Exhibit will shall be to a Section, 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, will 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-no limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather will 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 terms lease words “hereof”, “herein”, “hereunder” and license will include sub-lease words of similar import when used in this Agreement shall refer to this Agreement as a whole and sub-license, as applicablenot to any particular provision of this Agreement. Unless the context requires otherwiseotherwise or otherwise specified in any applicable Credit Document, (a) reference to any Person include that Person’s successors and assignees, (b) any definition of or reference to any Credit Document, agreement, instrument or other document (including any Organizational Document) will herein 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 supplements, or modifications set forth herein or in therein), and (c) any other Credit Document). Any reference herein to any Person will be construed to include such Person’s successors and permitted assigns. The words “asset” and “property” will be construed to have the same meaning and effect. The word “will” shall be construed to have the same meaning and effect as the word “shall.” Any reference to any law or regulation will (i) include all statutory and regulatory provisions consolidating, replacing or interpreting or supplementing such law or regulation and (ii) unless otherwise specified, herein shall refer to such law or regulation as amended, modified or supplemented from time to time. This Section 1.3 will apply, mutatis mutandis, to all Credit Documents.

Interpretation, etc. 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 to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Section, Appendix, Schedule or Exhibit will shall be to a SectionSection of, an Appendix, or a Schedule or an ExhibitExhibit to, as the case may bethis Agreement, hereof unless otherwise specifically provided. The use herein of 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 “includeshall”. The words “asset” or and “including,property” when following any general statement, term or matter, will not shall be construed to limit such statement, term or matter to have 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, but rather will be deemed same meaning and effect and to refer to any and all other items or matters that fall within the broadest possible scope of such general statementreal and personal, term or mattertangible and intangible assets and properties, including Cash, Securities, accounts and contract rights. The terms lease word “law” shall be construed as referring to all statutes, rules, regulations, codes and license will include sub-lease other laws (including official rulings and sub-licenseinterpretations thereunder having the force of law or with which affected Persons customarily comply), as applicableand all judgments, orders, writs and decrees, of all Governmental Authorities. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument instrument, plan or other document (including any Organizational Documentthis Agreement) will 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, restatements, supplements or modifications set forth herein herein), (b) any definition of or in reference to any other Credit Documentstatute, rule or regulation shall be construed as referring thereto as from time to time amended, restated, supplemented or otherwise modified (including by succession of comparable successor laws). Any , (c) any reference herein to any Person will shall be construed to include such Person’s successors and permitted assigns. The assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (d) the words “assetherein”, “hereof” and “property” will be construed to have the same meaning hereunder”, and effect. The word “will” words of similar import, shall be construed to have refer to this Agreement in its entirety and not to any particular provision hereof and (e) any reference herein to the same meaning knowledge of Holdings or any Subsidiary or any officer thereof shall also be deemed to include the knowledge of the General Partner or such officer thereof, as applicable, and effect as the word “shall.” Any any reference to an Authorized Officer or any law or regulation will (i) include all statutory and regulatory provisions consolidating, replacing or interpreting or supplementing such law or regulation and (ii) unless otherwise specified, other officer of Holdings shall also be deemed to refer to an Authorized Officer or such law or regulation as amended, modified or supplemented from time to time. This Section 1.3 will apply, mutatis mutandis, to all Credit Documentsother officer of the General Partner.

Interpretation, etc. Any All references in this Mortgage to Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions refer to the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Mortgage 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 terms defined herein maybeginning 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 Mortgage”, “this instrument”, “herein”, “hereof”, “hereby”, “hereunder” and words of similar import refer to this Mortgage 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, be used in the singular or the plural, depending on the reference. References to “hereof” or “herein” mean of or in this Agreement, as applicable. References references herein to any Section, Appendix, Schedule or Exhibit will be to a Section, 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, will 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, but rather will be deemed to particular Person also refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The terms lease and license will include sub-lease and sub-license, as applicable. Unless the context requires otherwise, any definition of or reference to any agreement, instrument or other document (including any Organizational Document) will 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 or in any other Credit Document). Any reference herein to any Person will be construed to include such Person’s its successors and permitted assigns. The words “asset” This Mortgage has been reviewed and “property” will 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 Mortgage to be construed to have the same meaning and effect. The word “will” shall be construed to have the same meaning and effect as the word “shallagainst any party because of its role in drafting this Mortgage.” Any reference to any law or regulation will (i) include all statutory and regulatory provisions consolidating, replacing or interpreting or supplementing such law or regulation and (ii) unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. This Section 1.3 will apply, mutatis mutandis, to all Credit Documents.

Interpretation, etc. 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 Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organizational Document) shall be construed as referring to such agreement, instrument or other document as Modified from time to time (subject to any restrictions on such Modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” or and “hereinhereunder,” mean and words of or similar import when used in this Agreementany Loan Document, as applicable. References shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) references herein to any Section, Appendix, Schedule or Exhibit will shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically providedprovided and (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. The use herein of the word “include” or “including,” ”, when following any general statement, term or matter, will 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, but rather will 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 terms lease and license will shall include sub-lease and sub-license, as applicable. Unless Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made as set forth in Section 2.16(e) and (g), the context requires otherwise, any provisos set forth in the definition of or reference Interest Period, or, to any agreement, instrument or other document (including any Organizational Document) will 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 or the extent provided in any other Modification of a Credit Document), as provided therein, as applicable. Any reference herein to Whenever performance of any Person will be construed to include other obligation or agreement is required on a day that is not a Business Day, the date for such Person’s successors and permitted assigns. The words “asset” and “property” will be construed to have the same meaning and effect. The word “will” performance shall be construed extended to have the same meaning and effect as the word “shallnext succeeding Business Day.” Any reference to any law or regulation will (i) include all statutory and regulatory provisions consolidating, replacing or interpreting or supplementing such law or regulation and (ii) unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. This Section 1.3 will apply, mutatis mutandis, to all Credit Documents.

Interpretation, etc. (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 to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Article, Section, Appendix, Schedule or Exhibit will shall be to an Article or a SectionSection of, an Appendix, or a Schedule or an ExhibitExhibit to, as the case may bethis Agreement, hereof unless otherwise specifically provided. The use herein of 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 “includeshall”. The words “asset” or and “including,property” when following any general statement, term or matter, will not shall be construed to limit such statement, term or matter to have 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, but rather will be deemed same meaning and effect and to refer to any and all other items or matters that fall within the broadest possible scope of such general statementreal and personal, term or mattertangible and intangible assets and properties, including cash, securities, accounts and contract rights. The terms lease word “law” shall be construed as referring to all statutes, rules, regulations, codes and license will include sub-lease other laws (including official rulings and sub-licenseinterpretations thereunder having the force of law or with which affected Persons customarily comply), as applicableand all judgments, orders, writs and decrees, of all Governmental Authorities. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument instrument, plan or other document (including any Organizational Documentthis Agreement) will 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, restatements, supplements or modifications set forth herein herein), (ii) any definition of or in reference to any other Credit Documentstatute, rule or regulation shall be construed as referring thereto as from time to time amended, restated, supplemented or otherwise modified (including by succession of comparable successor laws). Any , (iii) any reference herein to any Person will shall be construed to include such Person’s successors and permitted assigns. The assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, and (iv) the words “assetherein”, “hereof” and “property” will be construed to have the same meaning hereunder”, and effect. The word “will” words of similar import, shall be construed to have the same meaning refer to this Agreement in its entirety and effect as the word “shall.” Any reference not to any law or regulation will (i) include all statutory and regulatory provisions consolidating, replacing or interpreting or supplementing such law or regulation and (ii) unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. This Section 1.3 will apply, mutatis mutandis, to all Credit Documentsparticular provision hereof.

Interpretation, etc. 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 to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Article, Section, Appendix, Schedule or Exhibit will shall be to an Article or a SectionSection of, an Appendix, or a Schedule or an ExhibitExhibit to, as the case may bethis Agreement, hereof unless otherwise specifically provided. The use herein of 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 “includeshall”. The words “asset” or and “including,property” when following any general statement, term or matter, will not shall be construed to limit such statement, term or matter to have 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, but rather will be deemed same meaning and effect and to refer to any and all other items or matters that fall within the broadest possible scope of such general statementreal and personal, term or mattertangible and intangible assets and properties, including Cash, Securities, accounts and contract rights. The terms lease word “law” shall be construed as referring to all statutes, rules, regulations, codes and license will include sub-lease other laws (including official rulings and sub-licenseinterpretations 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 applicable. Unless otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including any Organizational Documentthis Agreement and the other Credit Documents) will 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 herein), (b) any definition of or in reference to any other Credit Documentstatute, 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). Any , 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 will shall be construed to include such Person’s successors and permitted assigns. The words “asset” and “property” will be construed assigns (subject to have any restrictions on assignment set forth herein) and, in the same meaning and effect. The word “will” case of any Governmental Authority or any self-regulating entity, shall be construed to include any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof. Terms defined in the UCC as in effect in the State of New York on the Closing Date and not otherwise defined herein shall, unless the context otherwise indicates, have the same meaning and effect as the word “shallmeanings provided by those definitions.” Any reference to any law or regulation will (i) include all statutory and regulatory provisions consolidating, replacing or interpreting or supplementing such law or regulation and (ii) unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. This Section 1.3 will apply, mutatis mutandis, to all Credit Documents.

Interpretation, etc. 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 to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Article, Section, Appendix, Schedule or Exhibit will shall be to an Article or a SectionSection of, an Appendix, or a Schedule or an ExhibitExhibit to, as the case may bethis Agreement, hereof unless otherwise specifically provided. The use herein of 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 “includeshall”. The words “asset” or and “including,property” when following any general statement, term or matter, will not shall be construed to limit such statement, term or matter to have 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, but rather will be deemed same meaning and effect and to refer to any and all other items or matters that fall within the broadest possible scope of such general statementreal and personal, term or mattertangible and intangible assets and properties, including Cash, Securities, accounts and contract rights. The terms lease word “law” shall be construed as referring to all statutes, rules, regulations, codes and license will include sub-lease other laws (including official rulings and sub-licenseinterpretations 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 applicable. Unless otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including any Organizational Documentthis Agreement and the other Credit Documents) will 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 in reference to any other Credit Documentstatute, 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). Any , 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 will shall be construed to include such Person’s successors and permitted assigns. The assigns (subject to any restrictions on assignment set forth herein) and, in the case of 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 (d) the words “assetherein”, “hereof” and “property” will be construed to have the same meaning hereunder”, and effect. The word “will” words of similar import, shall be construed to have the same meaning refer to this Agreement in its entirety and effect as the word “shall.” Any reference not to any law or regulation will (i) include all statutory and regulatory provisions consolidating, replacing or interpreting or supplementing such law or regulation and (ii) unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. This Section 1.3 will apply, mutatis mutandis, to all Credit Documentsparticular provision hereof.

Interpretation, etc. 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 to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Section, Appendix, Schedule or Exhibit will 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 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, and, in the case of any Collateral Document, Collateral Agent, in each case in such Agent’s sole discretion. The words “hereof”, “hereunder”, “hereby”, and words of similar import used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. The use herein of the word words “include” or “including,” when following any general statement, term or matter, will 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, but rather will 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 terms lease and license will include sub-lease and sub-license, as applicable. Unless the context requires otherwise, any definition of or reference to any agreement, instrument or other document (including any Organizational Document) will 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 or in any other Credit Document). Any reference herein to any Person will be construed to include such Person’s successors and permitted assigns. The words “asset” and “property” will be construed to have the same meaning and effect. The word “will” shall be construed to have as having the same meaning and effect as the word “shall.”. The words “assets” Any reference and “property” shall be construed as having the same meaning and effect and to refer to any law and all tangible and intangible assets and properties of any relevant Person or regulation will (i) Persons. In the computation of periods of time in any Credit Document from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” mean “to but excluding” and the word “through” means “to and including”. The terms lease and license shall be construed to include all statutory sub-lease and regulatory provisions consolidatingsub-license. Whenever the context may require, replacing or interpreting or supplementing such law or regulation any pronoun shall be construed to include the corresponding masculine, feminine, and (ii) unless neuter forms. References to Persons include their respective permitted successors and assigns. Except as otherwise specifiedexpressly provided herein, references to statutes, legislative acts, laws, regulations, and rules shall be deemed to refer to such law or regulation statutes, acts, laws, regulations, and rules as amended, modified or supplemented 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. This 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 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 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. Except as otherwise provided therein, this Section 1.3 will applyshall apply equally to each other Credit Document as if fully set forth therein, mutatis mutandis, to all Credit Documents.

Interpretation, etc. 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 to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Article, Section, Appendix, Schedule or Exhibit will shall be to an Article or a SectionSection of, an Appendix, or a Schedule or an ExhibitExhibit to, as the case may bethis Agreement, hereof unless otherwise specifically provided. The use herein of 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 “includeshall”. The words “asset” or and “including,property” when following any general statement, term or matter, will not shall be construed to limit such statement, term or matter to have 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, but rather will be deemed same meaning and effect and to refer to any and all other items or matters that fall within the broadest possible scope of such general statementreal and personal, term or mattertangible and intangible assets and properties, including cash, Securities, accounts and contract rights. The terms lease word “law” shall be construed as referring to all statutes, rules, regulations, codes and license will include sub-lease other laws (including official rulings and sub-licenseinterpretations 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 applicable. Unless otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including any Organizational Documentthis Agreement and the other Credit Documents) will 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 herein), (b) any definition of or in reference to any other Credit Documentstatute, 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). Any , 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 will shall be construed to include such Person’s successors and permitted assigns. The assigns (subject to any restrictions on assignment set forth herein) and, in the case of 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 (d) the words “assetherein”, “hereof” and “property” will be construed to have the same meaning hereunder”, and effect. The word “will” words of similar import, shall be construed to have the same meaning refer to this Agreement in its entirety and effect as the word “shall.” Any reference not to any law particular provision hereof. All references to dividends or regulation will (i) distributions shall be deemed to include all statutory and regulatory provisions consolidating, replacing or interpreting or supplementing payments to limited partners by the Partnership notwithstanding that such law or regulation and (ii) unless payments may otherwise specified, refer to such law or regulation be characterized as amended, modified or supplemented from time to time. This Section 1.3 will apply, mutatis mutandis, to all Credit Documentsa return of capital.

Interpretation, etc. 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 to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Section, Appendix, Schedule or Exhibit will shall be to a Section, 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, will 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, but rather will 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 terms lease and license will shall include sub-lease and sub-license, as applicable. The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organizational Organization Document) will 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 or in any other Credit Document). Any , (ii) any reference herein to any Person will shall be construed to include such Person’s successors and permitted assigns. The , (iii) the words “assethereto,” “herein,” “hereof” and “propertyhereunder,” will be construed to have the same meaning and effect. The word “will” words of similar import when used in any Credit Document, shall be construed to have the same meaning refer to such Credit Document in its entirety and effect as the word “shall.” Any not to any particular provision thereof, (iv) any reference to any law or regulation will (i) shall include all statutory and regulatory provisions consolidating, amending, replacing or Amended and Restated Credit and Guaranty Agreement LA\4027402.11 LA\4027402.11 interpreting or supplementing such law and any reference to any law or regulation and (ii) shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (v) 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. This Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made as set forth in Section 1.3 will apply2.16(e) and (f), mutatis mutandisthe provisos set forth in the definition of “Interest Period”, or, to all the extent provided in any amendment, waiver, or modification of a Credit DocumentsDocument, as provided therein, as applicable. Whenever performance of any other obligation or agreement is required on a day that is not a Business Day, the date for such performance shall be extended to the next succeeding Business Day.

Interpretation, etc. 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 to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Section, Appendix, Schedule or Exhibit will shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. References herein to a Schedule shall be considered a reference to such Schedule as of the Closing Date. The use herein of the word “include” or “including,” when following any general statement, term or matter, will 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-no limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather will 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 terms lease and license will include sub-lease and sub-license, as applicable. Unless the context requires otherwiseotherwise indicated, any definition of or reference to any agreement, instrument or other document (including any Organizational Document) will herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein); provided that, subject to the restrictions on amendments of the First Lien Credit Facility set forth herein, with respect to terms used herein that have the meanings ascribed to them in the First Lien Credit Agreement or any functionally equivalent term, such terms shall have the meaning ascribed to them on the date hereof if any such amendment, supplement or modification to the meaning of such terms in any other the First Lien Credit Document). Any reference herein Agreement or Permitted Revolver Refinancing First Lien Credit Agreement, as applicable, would be adverse to any Person will be construed to include such Person’s successors and permitted assignsthe Holders. The words use herein of the phrase “assetto the knowledge of” and “property” will be construed with respect to have the same meaning and effect. The word “will” a Note Party shall be construed to have the same meaning and effect as the word “shall.” Any a reference to any law or regulation will (i) include all statutory and regulatory provisions consolidating, replacing or interpreting or supplementing such law or regulation and (ii) unless the knowledge the Responsible Officers of the applicable Note Party. Unless otherwise specified, refer whenever any obligation required hereunder shall be stated to be due or performed on a day that is not a Business Day, such law or regulation as amended, modified or supplemented from obligation shall be required on the next succeeding Business Day and such extension of time to time. This Section 1.3 will apply, mutatis mutandis, to all Credit Documentsshall be included in the satisfaction of the obligation required hereunder.

Interpretation, etc. 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 to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Section, Appendix, Schedule or Exhibit will shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. References herein to a Schedule shall be considered a reference to such Schedule as of the Closing Date (unless otherwise specifically provided). The use herein of the word “include” or “including,” when following any general statement, term or matter, will 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-no limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather will 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 terms lease and license will include sub-lease and sub-license, as applicable. Unless the context requires otherwiseotherwise indicated, any definition of or reference to any agreement, instrument or other document (including any Organizational Document) will herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein); provided that, subject to the restrictions on amendments of the First Lien Credit Facility set forth herein, with respect to terms used herein that have the meanings ascribed to them in the First Lien Credit Agreement or any functionally equivalent term, such terms shall have the meaning ascribed to them on the date hereof if any such amendment, supplement or modification to the meaning of such terms in any other the First Lien Credit Document). Any reference herein Agreement or Permitted Revolver Refinancing First Lien Credit Agreement, as applicable, would be adverse to any Person will be construed to include such Person’s successors and permitted assignsthe Holders. The words use herein of the phrase “assetto the knowledge of” and “property” will be construed with respect to have the same meaning and effect. The word “will” a Note Party shall be construed to have the same meaning and effect as the word “shall.” Any a reference to any law or regulation will (i) include all statutory and regulatory provisions consolidating, replacing or interpreting or supplementing such law or regulation and (ii) unless the knowledge the Responsible Officers of the applicable Note Party. Unless otherwise specified, refer whenever any obligation required hereunder shall be stated to be due or performed on a day that is not a Business Day, such law or regulation as amended, modified or supplemented from obligation shall be required on the next succeeding Business Day and such extension of time to time. This Section 1.3 will apply, mutatis mutandis, to all Credit Documentsshall be included in the satisfaction of the obligation required hereunder.

Interpretation, etc. (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 to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Section, Appendix, Schedule or Exhibit will shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof of this Agreement unless otherwise specifically provided. The use herein of the word “include” or “including,” ”, when following any general statement, term or matter, will 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, but rather will 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 terms lease and license will shall include sub-lease and sub-license, as applicable. Unless the context requires otherwise, otherwise (a) any definition of or reference to any Credit Document, agreement, instrument or other document (including any Organizational Document) will herein 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 or in any other Credit Documentdocument). Any , (b) any reference herein to any Person will shall be construed to include such Person’s successors and permitted assigns. The , (c) the words “assetherein,” “hereof” and “propertyhereunder,” will be construed to have the same meaning and effect. The word “will” words of similar import, shall be construed to have the same meaning refer to this Agreement in its entirety and effect as the word “shall.” Any not to any particular provision hereof, (d) any reference to any law or regulation will (i) include all statutory and regulatory provisions consolidating, replacing or interpreting or supplementing such law or regulation and (ii) unless otherwise specified, herein shall refer to such law or regulation as amended, modified or supplemented from time to timetime and (e) 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. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable). This Section 1.3 Agreement and the other Credit Documents will applybe construed without regard to the identity of the party who drafted it and as though the parties participated equally in drafting it. Consequently, mutatis mutandis, each of the parties acknowledges and agrees that any rule of construction that a document is to all be construed against the drafting party will not be applicable either to this Agreement or the other Credit Documents.

Interpretation, etc. (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 to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Article, Section, Appendix, Schedule or Exhibit will shall be to an Article or a SectionSection of, an Appendix, or a Schedule or an ExhibitExhibit to, as the case may bethis Agreement, hereof unless otherwise specifically provided. The use herein of 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 “includeshall”. The words “asset” or and “including,property” when following any general statement, term or matter, will not shall be construed to limit such statement, term or matter to have 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, but rather will be deemed same meaning and effect and ​ to refer to any and all other items or matters that fall within the broadest possible scope of such general statementreal and personal, term or mattertangible and intangible assets and properties, including Cash, Securities, accounts and contract rights. The terms lease word “law” shall be construed as referring to all statutes, rules, regulations, codes and license will include sub-lease other laws (including official rulings and sub-licenseinterpretations 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 applicable. Unless otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including any Organizational Documentthis Agreement and the other Credit Documents) will 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 in reference to any other Credit Documentstatute, 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). Any , 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 will shall be construed to include such Person’s successors and permitted assigns. The assigns (subject to any restrictions on assignment set forth herein) and, in the case of 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 (d) the words “assetherein”, “hereof” and “property” will be construed to have the same meaning hereunder”, and effect. The word “will” words of similar import, shall be construed to have the same meaning refer to this Agreement in its entirety and effect as the word “shall.” Any reference not to any law or regulation will (i) include all statutory and regulatory provisions consolidating, replacing or interpreting or supplementing such law or regulation and (ii) unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. This Section 1.3 will apply, mutatis mutandis, to all Credit Documentsparticular provision hereof.

Interpretation, etc. Any The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined herein may, unless defined. Whenever the context otherwise requiresmay require, be used in any pronoun shall include the singular or the pluralcorresponding masculine, depending on the reference. References to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Section, Appendix, Schedule or Exhibit will be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically providedfeminine and neuter forms. The use herein of 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 “includeshall.” or “including,” when following any general statement, term or matter, will 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, but rather will 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 terms lease and license will include sub-lease and sub-license, as applicable. Unless the context requires otherwise, otherwise (a) any definition of or reference to any agreement, instrument or other document (including any Organizational Document) will herein 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 herein), (b) references to any statute, rule or in regulation shall be construed to include as referring thereto as from time to time amended, restated, supplemented or otherwise modified (including by succession of comparable successor laws), (c) 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) and all judgments, orders, writs and decrees of all Governmental Authorities, (d) any other Credit Document). Any reference herein to any Person will shall be construed to include such Person’s successors and permitted assigns. The , (e) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (f) 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 and (g) the words “asset” and “property” will be construed to have the same meaning and effect. The word “will” shall be construed to have the same meaning and effect as the word “shall.” Any reference and to refer to any law and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. To the extent that any of the representations and warranties contained in this Agreement or regulation will (iin any other Loan Document is qualified by materiality, material adverse effect or “Material Adverse Effect”, then the qualifier “in all material respects” “in any material respect” or similar qualification when reaffirming the representations and warranties including Section 3.02 and Section 8.01(d) include all statutory and regulatory provisions consolidating, replacing or interpreting or supplementing such law or regulation and (ii) unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. This Section 1.3 will shall not apply, mutatis mutandis, to all Credit Documents.

Interpretation, etc. 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 to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Section, Appendix, Schedule or Exhibit will shall be to a Section, 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, will 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, but rather will 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 terms lease words “hereof,” “herein,” “hereunder” and license will include sub-lease words of similar import when used in this Agreement shall refer to this Agreement as a whole and sub-license, as applicablenot to any particular provision of this Agreement. Unless the context requires otherwiseotherwise or otherwise specified in any applicable Loan Document, (a) reference to any Person includes that Person’s successors and assignees, (b) any definition of or reference to any Loan Document, agreement, instrument or other document (including any Organizational Document) will herein 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 supplements, or modifications set forth herein or in therein), and (c) any other Credit Document). Any reference herein to any Person will be construed to include such Person’s successors and permitted assigns. The words “asset” and “property” will be construed to have the same meaning and effect. The word “will” shall be construed to have the same meaning and effect as the word “shall.” Any reference to any law or regulation will (i) include all statutory and regulatory provisions consolidating, replacing or interpreting or supplementing such law or regulation and (ii) unless otherwise specified, herein shall refer to such law or regulation as amended, modified or supplemented from time to time. This Section 1.3 will applyIf in any Loan Document the consent of both the Administrative Agent and the Required Lenders is required and the Administrative Agent is subject to a reasonable discretion standard for such consent, mutatis mutandis, the Required Lenders also shall be subject to all Credit Documentsa reasonable discretion standard for such consent.

Interpretation, etc. 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 to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Section, Appendix, Schedule or Exhibit will shall be to a Section, 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, will 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-no limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather will 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 terms lease words “hereof”, “herein”, “hereunder” and license will include sub-lease words of similar import when used in this Agreement shall refer to this Agreement as a whole and sub-license, as applicablenot to any particular provision of this Agreement. Unless the context requires otherwiseotherwise or otherwise specified in any applicable Credit Document, (a) a reference to any Person includes that Person’s successors and assigns (subject to any restrictions on assignments set forth herein), (b) any definition of or reference to any Credit Document, agreement, instrument or other document (including any Organizational Document) will herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented supplemented, joined or otherwise modified (subject to any restrictions on such amendments, supplements supplements, or modifications set forth herein or in therein), (c) any other Credit Document). Any reference herein to any Person will be construed to include such Person’s successors and permitted assigns. The words “asset” and “property” will be construed to have the same meaning and effect. The word “will” shall be construed to have the same meaning and effect as the word “shall.” Any reference to any law or regulation will (i) include all statutory and regulatory provisions consolidating, replacing or interpreting or supplementing such law or regulation and (ii) unless otherwise specified, herein shall refer to such law or regulation as amended, modified or supplemented from time to timetime and any successor thereto, (d) any reference to a particular time of day shall be to such time of day in the City of New York, and (e) any reference to the approval, consent, determination, acceptance or request of the Administrative Agent or the Collateral Agent shall mean such reference in its sole discretion acting in good faith. This Section 1.3 will apply, mutatis mutandis, to all Credit Documents13 [Redacted – Commercially Sensitive Loan Product Repayment Terms]. 14 [Redacted – Commercially Sensitive Loan Product Repayment Terms].

Interpretation, etc. Any (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 to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Article, Section, Appendix, Schedule or Exhibit will shall be to an Article or a SectionSection of, an Appendix, or a Schedule or an ExhibitExhibit to, as the case may bethis Agreement, hereof unless otherwise specifically provided. The use herein of 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 “includeshall”. The words “asset” or and “including,property” when following any general statement, term or matter, will not shall be construed to limit such statement, term or matter to have 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, but rather will be deemed same meaning and effect and to refer to any and all other items or matters that fall within the broadest possible scope of such general statementreal and personal, term or mattertangible and intangible assets and properties, including Cash, Securities, accounts and contract rights. The terms lease word “law” shall be construed as referring to all statutes, rules, regulations, codes and license will include sub-lease other laws (including official rulings and sub-licenseinterpretations 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 applicable. Unless otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including any Organizational Documentthis Agreement and the other Credit Documents) will 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 herein), (b) any definition of or in reference to any other Credit Documentstatute, 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). Any , 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 will shall be construed to include such Person’s successors and permitted assigns. The assigns (subject to any restrictions on assignment set forth herein) and, in the case of 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 (d) the words “assetherein”, “hereof” and “property” will be construed to have the same meaning hereunder”, and effect. The word “will” words of similar import, shall be construed to have the same meaning refer to this Agreement in its entirety and effect as the word “shall.” Any reference not to any law or regulation will (i) include all statutory and regulatory provisions consolidating, replacing or interpreting or supplementing such law or regulation and (ii) unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. This Section 1.3 will apply, mutatis mutandis, to all Credit Documentsparticular provision hereof.

Interpretation, etc. (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 to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Article, Section, Appendix, Schedule or Exhibit will shall be to an Article or a SectionSection of, an Appendix, or a Schedule or an ExhibitExhibit to, as the case may bethis Agreement, hereof unless otherwise specifically provided. The use herein of 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 “includeshall”. The words “asset” or and “including,property” when following any general statement, term or matter, will not shall be construed to limit such statement, term or matter to have 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, but rather will be deemed same meaning and effect and to refer to any and all other items or matters that fall within the broadest possible scope of such general statementreal and personal, term or mattertangible and intangible assets and properties, including Cash, Securities, accounts and contract rights. The terms lease word “law” shall be construed as referring to all statutes, rules, regulations, codes and license will include sub-lease other laws (including official rulings and sub-licenseinterpretations 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 applicable. Unless otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including any Organizational Documentthis Agreement and the other Credit Documents) will shall be construed as referring to such agreement, instrument or other document as from time to DMFIRM #406105327 v2 77 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 in reference to any other Credit Documentstatute, 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). Any , 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 will shall be construed to include such Person’s successors and permitted assigns. The assigns (subject to any restrictions on assignment set forth herein) and, in the case of 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 (d) the words “assetherein”, “hereof” and “property” will be construed to have the same meaning hereunder”, and effect. The word “will” words of similar import, shall be construed to have the same meaning refer to this Agreement in its entirety and effect as the word “shall.” Any reference not to any law or regulation will (i) include all statutory and regulatory provisions consolidating, replacing or interpreting or supplementing such law or regulation and (ii) unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. This Section 1.3 will apply, mutatis mutandis, to all Credit Documentsparticular provision hereof.

Interpretation, etc. 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 to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Section, Appendix, Schedule or Exhibit will shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. References to a “Person” herein shall include any successors and permitted assigns of such Person. The use herein of the word “include” or “including,” when following any general statement, term or matter, will 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-no limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather will 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 terms lease use of the words “repay” and license will include sub-lease “prepay” and sub-license, as applicablethe words “repayment” and “prepayment” herein shall each have identical meanings hereunder. Unless the context requires otherwiseotherwise indicated, any definition of or reference to any agreement, instrument or other document (including any Organizational Document) will herein 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 (it is understood that the phrase “any functionally equivalent term”, when used with respect to another term, means a term with substantially the same meaning as such other term)); provided that, subject to the restrictions on amendments of the RBL Credit Agreement set forth herein, with respect to terms used herein that have the meanings ascribed to them in the RBL Credit Agreement or any functionally equivalent term, such terms shall have the meaning ascribed to them on the date hereof if any such amendment, supplement or modification to the meaning of such terms in the RBL Credit Agreement would be adverse to the Agent or the Holders. The use herein of the phrase “to the knowledge of” with respect to a Note Party shall be a reference to the knowledge of the Responsible Officers of the applicable Note Party. Unless otherwise specified, whenever any other Credit Document). Any reference herein payment obligation required hereunder shall be stated to any Person will be construed to include due or performed on a day that is not a Business Day, such Person’s successors payment obligation shall be required on the immediately succeeding Business Day and permitted assignssuch extension of time shall be included in the satisfaction of the obligation required hereunder. The words “asset” and “property” will be construed to have the same meaning and effect. The word “will” shall be construed to have the same meaning and effect and to refer to any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including, without limitation, cash, securities, accounts and contract rights. No provision of this Agreement or any other Note Document shall be interpreted or construed against any Person solely because such Person or its legal representative drafted such provision. The words “borrowed money” shall include Debt of the type described in clause (a) of the definition thereof. The words “execution,” “signed,” “signature,” and words of like import in any Note Document or any amendment or other modification thereof shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the word “shall.” case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that, notwithstanding anything herein to the contrary, the Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Agent pursuant to reasonable procedures approved by the Agent. The Note Parties agree to assume all risks arising out of the use of using digital signatures and electronic methods to submit communications to the Agent, including without limitation the risk of the Agent acting on unauthorized instructions, and the risk of interception and misuse by third parties. Any reference in the Note Documents to any law the Agent exercising discretion or regulation will (i) include all statutory and regulatory provisions consolidating, replacing or interpreting or supplementing such law or regulation and (ii) unless otherwise specified, an option shall refer to the Agent exercising such law discretion or regulation as amended, modified option at the direction of the Requisite Holders. The Agent shall not have any obligation to act in the absence of such direction or supplemented from time to time. This Section 1.3 will apply, mutatis mutandis, to all Credit Documentsdetermination.

Interpretation, etc. (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 to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Section, Appendix, Schedule or Exhibit will shall be to a Section, 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, will 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, but rather will 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 “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Credit Document shall refer to such Credit Document as a whole and not to any particular provision thereof. Unless otherwise expressly provided herein, (i) references to Organizational Documents, agreements (including the Credit Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the 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 interpreting such Legal Requirement. The terms lease and license will 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 permitted hereunder and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all of the functions thereof. Unless the context requires otherwiseotherwise requires, any definition of or reference to any agreement, instrument or other document (including any Organizational Document) will 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 or in any other Credit Document). Any reference herein to any Person will be construed to include such Person’s successors and permitted assigns. The words “assetneither,” “nor,” “any,” “either” and “propertyor” will be construed are not exclusive. In the computation of periods of time from a specified date to have the same meaning and effect. The word “will” shall be construed to have the same meaning and effect as a later specified date, the word “shall.from” Any reference means “from and including;” the words “to” and “until” each mean “to any law or regulation will (i) include all statutory but excluding;” and regulatory provisions consolidating, replacing or interpreting or supplementing such law or regulation and (ii) unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. This Section 1.3 will apply, mutatis mutandis, to all Credit Documents.the word “

Interpretation, etc. 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 to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Article, Section, Appendix, Schedule or Exhibit will shall be to an Article or a SectionSection of, an Appendix, or a Schedule or an ExhibitExhibit to, as the case may bethis Agreement, hereof unless otherwise specifically provided. The use herein of 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 “includeshall”. The words “asset” or and “including,property” when following any general statement, term or matter, will not shall be construed to limit such statement, term or matter to have 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, but rather will be deemed same meaning and effect and to refer to any and all other items or matters that fall within the broadest possible scope of such general statementreal and personal, term or mattertangible and intangible assets and properties, including cash, securities, accounts and contract rights. The terms lease word “law” shall be construed as referring to all statutes, rules, regulations, codes and license will include sub-lease other laws (including official rulings and sub-licenseinterpretations 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 applicable. Unless otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including any Organizational Documentthis Agreement and the other Credit Documents) will 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 herein), (b) any definition of or in reference to any other Credit Documentstatute, 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). Any , 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 will shall be construed to include such Person’s successors and permitted assigns. The assigns (subject to any restrictions on assignment set forth herein) and, in the case of 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 (d) the words “assetherein”, “hereof” and “property” will be construed to have the same meaning hereunder”, and effect. The word “will” words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof. Terms defined in the UCC as in effect in the State of New York on the Effective Date and not otherwise defined herein shall, unless the context otherwise indicates, have the same meaning and effect meanings provided by those definitions. For purposes of this Agreement, the fair market value of any asset or property shall be such fair market value as is reasonably determined by the word “shallBorrower.” Any reference to any law or regulation will (i) include all statutory and regulatory provisions consolidating, replacing or interpreting or supplementing such law or regulation and (ii) unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. This Section 1.3 will apply, mutatis mutandis, to all Credit Documents.

Interpretation, etc. (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 to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Article, Section, Appendix, Schedule or Exhibit will shall be to an Article or a SectionSection of, an Appendix, or a Schedule or an ExhibitExhibit to, as the case may bethis Agreement, hereof unless otherwise specifically provided. The use herein of 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 “includeshall”. The words “asset” or and “including,property” when following any general statement, term or matter, will not shall be construed to limit such statement, term or matter to have 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, but rather will be deemed same meaning and effect and to refer to any and all other items or matters that fall within the broadest possible scope of such general statementreal and personal, term or mattertangible and intangible assets and properties, including Cash, Securities, accounts and contract rights. The terms lease word “law” shall be construed as referring to all statutes, rules, regulations, codes and license will include sub-lease other laws (including official rulings and sub-licenseinterpretations 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 applicable. Unless otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including any Organizational Documentthis Agreement and the other Credit Documents) will 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 in reference to any other Credit Documentstatute, 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). Any , 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 will shall be construed to include such Person’s successors and permitted assigns. The assigns (subject to any restrictions on assignment set forth herein) and, in the case of 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 (d) the words “assetherein”, “hereof” and “property” will be construed to have the same meaning hereunder”, and effect. The word “will” words of similar import, shall be construed to have the same meaning refer to this Agreement in its entirety and effect as the word “shall.” Any reference not to any law or regulation will (i) include all statutory and regulatory provisions consolidating, replacing or interpreting or supplementing such law or regulation and (ii) unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. This Section 1.3 will apply, mutatis mutandis, to all Credit Documentsparticular provision hereof.

Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, plural depending on the reference. References to “hereof” or “herein” mean of or in this Agreement, as applicableA gender includes all genders. References herein to any Section, Appendix, Schedule or Exhibit will shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof of this Loan Agreement unless otherwise specifically provided. Any reference to an agreement or document shall be deemed to include all exhibits, annexes, appendices and schedules thereto. The use herein of the word “include” or “including,” ”, when following any general statement, term or matter, will 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, but rather will 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 terms lease and license will include sub-lease and sub-license, as applicable. Unless the context requires otherwise, any definition of or reference to any agreement, instrument or other document (including any Organizational Document) will 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 or in any other Credit Document). Any reference herein to any Person will be construed to include such Person’s successors and permitted assigns. The words “asset” and “property” will be construed to have the same meaning and effect. The word “will” shall be construed to have the same 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 “hereof”, “herein” and “hereunder”, and words of similar import, when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision of such Loan Document. The terms lease and license shall include any sub-lease and sublicense, as applicable. In the computation of a period of time from a specified date to a later date, the word “shall.from” Any reference 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 extent that such amendments, restatements, novations, modifications, supplements, replacements, changes and waivers are permitted or not prohibited by the terms of this Loan Agreement or the affected agreement or Contractual Obligation and references herein to any law defined term, section, clause or regulation will article of such agreements or Contractual Obligations shall be deemed to refer to such defined term, section, clause or article of such agreements or Contractual Obligations, as amended, restated or replaced, as appropriate, (ib) include references herein to Requirements of Law are to be construed as including all statutory and regulatory provisions consolidating, amending, substituting, reenacting, modifying or replacing or interpreting or supplementing the Requirement of Law to which reference is made and all rules and regulations promulgated pursuant to such law or regulation Requirement of Law, (c) references herein to Persons include their respective successors and permitted assigns and, in the case of any Governmental Authority, any Person succeeding to any of its functions and capacities and (iid) unless otherwise specified, references to days shall refer to such law calendar days, unless Business Days are specified; references to weeks, months or regulation years shall be to calendar weeks, months or years, respectively. A reference to a document includes an agreement (as amendedso defined) in writing or a certificate, modified notice, instrument or supplemented from time document, or any information recorded in computer disk form. Where a Loan Party is required to timeprovide 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 Section 1.3 will applyLoan Agreement is the result of negotiations among, mutatis mutandisand has been reviewed by counsel to, the Administrative Agent, the Collateral Agent, the Lender and the Loan Parties, and is the product of all parties. In the interpretation of this Loan Agreement, no rule of construction shall apply to all Credit Documentsdisadvantage one party on the ground that such party proposed or was involved in the preparation of any particular provision of this Loan Agreement or this 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 good faith, discretion or judgment by the Administrative Agent, the Collateral Agent or the Lender shall not be construed 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 other Loan Party or any other Person.

Interpretation, etc. 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 to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Article, Section, Appendix, Schedule or Exhibit will shall be to an Article or a SectionSection of, an Appendix, or a Schedule or an ExhibitExhibit to, as the case may bethis Agreement, hereof unless otherwise specifically provided. The use herein of 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 “includeshall”. The words “asset” or and “including,property” when following any general statement, term or matter, will not shall be construed to limit such statement, term or matter to have 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, but rather will be deemed same meaning and effect and to refer to any and all other items or matters that fall within the broadest possible scope of such general statementreal and personal, term or mattertangible and intangible assets and properties, including Cash, Securities, accounts and contract rights. The terms lease word “law” shall be construed as referring to all statutes, rules, regulations, codes and license will include sub-lease other laws (including official rulings and sub-licenseinterpretations 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 applicable. Unless otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including any Organizational Documentthis Agreement and the other Credit Documents) will 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 herein), (b) any definition of or in reference to any other Credit Documentstatute, 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). Any , 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 will shall be construed to include such Person’s successors and permitted assigns. The assigns (subject to any restrictions on assignment set forth herein) and, in the case of 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 (d) the words “assetherein”, “hereof” and “property” will be construed to have the same meaning hereunder”, and effect. The word “will” words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof. Terms defined in the UCC as in effect in the State of New York on the Closing Date and not proceeds thereof, such Refinancing Revolving Commitments or Refinancing Revolving Commitments or Refinancing Term Loans shall be the sole Class of Commitments or Term Loans, as the case may be, outstanding under this Agreement. In the event any Refinancing Term Loans have the same meaning terms as any existing Class of Term Loans then outstanding or any Incremental Term Loans or Extended/Modified Term Loans then substantially concurrently established (in each case, disregarding any differences in original issue discount or upfront fees if not affecting the fungibility thereof for US federal income tax purposes), such Refinancing Term Loans may, at the election of the Borrower, be treated as a single Class with such outstanding Term Loans or such Incremental Term Loans or Extended/Modified Term Loans, and effect as the word “shall.” Any reference scheduled Installments set forth in Section 2.11 with respect to any law or regulation will (i) include all statutory and regulatory provisions consolidating, replacing or interpreting or supplementing such law or regulation and (ii) unless otherwise specified, refer Class of Term Loans may be increased to reflect scheduled amortization of such law or regulation as amended, modified or supplemented from time to time. This Section 1.3 will apply, mutatis mutandis, to all Credit DocumentsRefinancing Term Loans.

Interpretation, etc. 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 to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Section, Appendix, Schedule or Exhibit will shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof of this Agreement unless otherwise specifically provided. The use herein of the word “include” or “including,” ”, when following any general statement, term or matter, will 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, but rather will 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 terms lease and license will shall include sub-lease and sub-license, as applicable. Unless the context requires otherwise, otherwise (a) any definition of or reference to any Credit Document, agreement, instrument or other document (including any Organizational Document) will herein 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 or in any other Credit Documentdocument). Any , (b) any reference herein to any Person will shall be construed to include such Person’s successors and permitted assigns. The , (c) the words “assetherein,” “hereof” and “propertyhereunder,” will be construed to have the same meaning and effect. The word “will” words of similar import, shall be construed to have the same meaning refer to this Agreement in its entirety and effect as the word “shall.” Any not to any particular provision hereof, (d) any reference to any law or regulation will (i) include all statutory and regulatory provisions consolidating, replacing or interpreting or supplementing such law or regulation and (ii) unless otherwise specified, herein shall refer to such law or regulation as amended, modified or supplemented from time to timetime and (e) 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. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable). This Section 1.3 Agreement and the other Credit Documents will applybe construed without regard to the identity of the party who drafted it and as though the parties participated equally in drafting it. Consequently, mutatis mutandis, each of the parties acknowledges and agrees that any rule of construction that a document is to all be construed against the drafting party will not be applicable either to this Agreement or the other Credit Documents.

Interpretation, etc. 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 to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Section, Appendix, Schedule or Exhibit will shall be to a Section, 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, will 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-no limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather will 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 terms lease words “hereof”, “herein”, “hereunder” and license will include sub-lease words of similar import when used in this Agreement shall refer to this Agreement as a whole and sub-license, as applicablenot to any particular provision of this Agreement. Unless the context requires otherwiseotherwise or otherwise specified in any applicable Credit Document, (a) reference to any Person include that Person's successors and assignees, (b) any definition of or reference to any Credit Document, agreement, instrument or other document (including any Organizational Document) will herein 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 supplements, or modifications set forth herein or in therein), and (c) any other Credit Document). Any reference herein to any Person will be construed to include such Person’s successors and permitted assigns. The words “asset” and “property” will be construed to have the same meaning and effect. The word “will” shall be construed to have the same meaning and effect as the word “shall.” Any reference to any law or regulation will (i) include all statutory and regulatory provisions consolidating, replacing or interpreting or supplementing such law or regulation and (ii) unless otherwise specified, herein shall refer to such law or regulation as amended, modified or supplemented from time to time. This Section 1.3 will apply, mutatis mutandis, to all Credit Documents.

Interpretation, etc. 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 to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Section, Appendix, Schedule or Exhibit will shall be to a Section, 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, will 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, but rather will 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 terms lease words “hereof,” “herein,” “hereunder” and license will include sub-lease words of similar import when used in this Agreement shall refer to this Agreement as a whole and sub-license, as applicablenot to any particular provision of this Agreement. Unless the context requires otherwiseotherwise or otherwise specified in any applicable Credit Document, (a) reference to any Person includes that Person’s successors and assignees, (b) any definition of or reference to any Credit Document, agreement, instrument or other document (including any Organizational Document) will herein 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 supplements, or modifications set forth herein or in therein); provided, that references to any other Credit Document). Any reference , agreement, instrument or other document “as in effect on the Closing Date” herein to any Person will be construed to include such Person’s successors and permitted assigns. The words “asset” and “property” will be construed to have the same meaning and effect. The word “will” shall be construed as referring to have such Credit Document, agreement, instrument or other document as in effect on the same meaning and Closing Date, without giving effect as to any amendments, supplements, or modifications on or after the word “shall.” Any Closing Date, (c) any reference to any law or regulation will (i) include all statutory and regulatory provisions consolidating, replacing or interpreting or supplementing such law or regulation and (ii) unless otherwise specified, herein shall refer to such law or regulation as amended, modified or supplemented from time to time. This Section 1.3 will apply, mutatis mutandisand (d) unless otherwise specified, all references herein to all Credit Documentstimes of day shall be references to Denver, Colorado time.

Interpretation, etc. Any The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined herein may, unless defined. Whenever the context otherwise requires, be used in the singular or the plural, depending on the reference. References to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Section, Appendix, Schedule or Exhibit will be to a Section, 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, will 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, but rather will 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 terms lease and license will include sub-lease and sub-license, as applicable. Unless the context requires otherwiserequire, any definition of or reference to any agreementpronoun shall include the corresponding masculine, instrument or other document (including any Organizational Document) will 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 or in any other Credit Document). Any reference herein to any Person will be construed to include such Person’s successors feminine and permitted assignsneuter forms. The words “assetinclude,” “includes” and “propertyincluding” will shall be construed deemed to have be followed by the same meaning and effect. phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Any Unless the context requires otherwise (a) any definition of or reference to any law agreement, instrument or regulation will other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (isubject to any restrictions on such amendments, supplements or modifications set forth in any Credit Document), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all statutory references herein to Sections, Appendices, Exhibits and regulatory provisions consolidatingSchedules shall be construed to refer to Sections of, replacing or interpreting or supplementing such law or regulation and Appendices, Exhibits and Schedules to, this Agreement, (iie) any reference to any Law herein shall, unless otherwise specified, refer to such law or regulation Law as amended, modified or supplemented from time to time. This Section 1.3 will apply, mutatis mutandis(f) 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 (g) any reference to EagleTree-Carbide HoldingsCorsair Group (Cayman), LP, whether acting in its capacity as a Released Guarantor or otherwise, shall be construed as a reference to the partnership acting at all Credit Documentstimes through its general partner, EagleTree-Carbide (GP), LLC.

Interpretation, etc. 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 to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Section, Appendix, Schedule or Exhibit will shall be to a Section, 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, will 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-no limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather will 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 terms lease words “hereof”, “herein”, “hereunder” and license will include sub-lease words of similar import when used in this Agreement shall refer to this Agreement as a whole and sub-license, as applicablenot to any particular provision of this Agreement. Unless the context requires otherwiseotherwise or otherwise specified in any applicable Credit Document, (a) reference to any Person include that Person’s successors and assignees, (b) any definition of or reference to any Credit Document, agreement, instrument or other document (including any Organizational Document) will herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified in accordance with the terms thereof (subject to any restrictions on such amendments, supplements supplements, or modifications set forth herein or in therein), and (c) any other Credit Document). Any reference herein to any Person will be construed to include such Person’s successors and permitted assigns. The words “asset” and “property” will be construed to have the same meaning and effect. The word “will” shall be construed to have the same meaning and effect as the word “shall.” Any reference to any law or regulation will (i) include all statutory and regulatory provisions consolidating, replacing or interpreting or supplementing such law or regulation and (ii) unless otherwise specified, herein shall refer to such law or regulation as amended, modified or supplemented from time to time. This Section 1.3 will apply, mutatis mutandis, to all Credit Documents.

Interpretation, etc. 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 to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Section, Appendix, Schedule or Exhibit will shall be to a Section, 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, will 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-no limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather will 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 terms lease words “hereof”, “herein”, “hereunder” and license will include sub-lease words of similar import when used in this Agreement shall refer to this Agreement as a whole and sub-license, as applicablenot to any particular provision of this Agreement. Unless the context requires otherwiseotherwise or otherwise specified in any applicable Credit Document, (a) a reference to any Person includes that Person’s successors and assigns (subject to any restrictions on assignments set forth herein), (b) any definition of or reference to any Credit Document, agreement, instrument or other document (including any Organizational Document) will herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented supplemented, joined or otherwise modified (subject to any restrictions on such amendments, supplements supplements, or modifications set forth herein or in therein), (c) any other Credit Document). Any reference herein to any Person will be construed to include such Person’s successors and permitted assigns. The words “asset” and “property” will be construed to have the same meaning and effect. The word “will” shall be construed to have the same meaning and effect as the word “shall.” Any reference to any law or regulation will (i) include all statutory and regulatory provisions consolidating, replacing or interpreting or supplementing such law or regulation and (ii) unless otherwise specified, herein shall refer to such law or regulation as amended, modified or supplemented from time to timetime and any successor thereto, (d) any reference to a particular time of day shall be to such time of day in the City of New York, and (e) any reference to the approval, consent, determination, acceptance or request of the Administrative Agent or the Collateral Agent shall mean such reference in its sole discretion acting in good faith. This Section 1.3 will apply, mutatis mutandis, to all Credit Documents14 [Redacted – Commercially Sensitive Loan Product Repayment Terms]. 15 [Redacted – Commercially Sensitive Loan Product Repayment Terms].

Interpretation, etc. 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 to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Article, Section, Appendix, Schedule or Exhibit will shall be to an Article or a SectionSection of, an Appendix, or a Schedule or an ExhibitExhibit to, as the case may bethis Agreement, hereof unless otherwise specifically provided. The use herein of the word words “include” or and “including,” when following any general statement, term or matter, will not shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to limit such statement, term or matter to have the specific items or matters set forth immediately following such same meaning and effect as the 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 will be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or mattershall”. The terms lease words “lease” and license will “license” shall be construed to include sub-lease and sub-license, as applicable. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to 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. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including any Organizational Documentthis Agreement) will 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 herein), (b) any definition of or in reference to any other Credit Documentstatute, 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). Any , (c) any reference herein to any Person will shall be construed to include such Person’s successors and permitted assigns. The assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, and (d) the words “assetherein”, “hereof” and “property” will be construed to have the same meaning hereunder”, and effect. The word “will” words of similar import, shall be construed to have the same meaning refer to this Agreement in its entirety and effect as the word “shall.” Any reference not to any law or regulation will (i) include all statutory and regulatory provisions consolidating, replacing or interpreting or supplementing such law or regulation and (ii) unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. This Section 1.3 will apply, mutatis mutandis, to all Credit Documentsparticular provision hereof.

Interpretation, etc. 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 to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Section, Appendix, Schedule or Exhibit will shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. References herein to a Schedule shall be considered a reference to such Schedule as of the Closing Date (unless otherwise specifically provided). The use herein of the word “include” or “including,” when following any general statement, term or matter, will 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-no limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather will 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 terms lease and license will include sub-lease and sub-license, as applicable. Unless the context requires otherwiseotherwise indicated, any definition of or reference to any agreement, instrument or other document (including any Organizational Document) will herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein); provided that, subject to the restrictions on amendments of the First Lien Credit Facility set forth herein, with respect to terms used herein that have the meanings ascribed to them in the First Lien Credit Agreement or any functionally equivalent term, such terms shall have the meaning ascribed to them on the date hereof if any such amendment, supplement or modification to the meaning of such terms in any other the First Lien Credit Document). Any reference herein Agreement or Permitted Revolver Refinancing First Lien Credit Agreement, as applicable, would be adverse to any Person will be construed to include such Person’s successors and permitted assignsthe HoldersPurchasers. The words use herein of the phrase “assetto the knowledge of” and “property” will be construed with respect to have the same meaning and effect. The word “will” a Note Party shall be construed to have the same meaning and effect as the word “shall.” Any a reference to any law or regulation will (i) include all statutory and regulatory provisions consolidating, replacing or interpreting or supplementing such law or regulation and (ii) unless the knowledge the Responsible Officers of the applicable Note Party. Unless otherwise specified, refer whenever any obligation required hereunder shall be stated to be due or performed on a day that is not a Business Day, such obligation shall be required on the next succeeding Business Day and such extension of time shall be included in the satisfaction of the obligation required hereunder. For purposes of Section 3.1, the terms used in such Section shall be given the meaning to such law or regulation as amended, modified or supplemented from time to time. This Section 1.3 will apply, mutatis mutandis, to all Credit Documentsterms in effect on the Closing Date.

Interpretation, etc. 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 to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Section, Appendix, Schedule or Exhibit will 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 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, and, in the case of any Collateral Document, Collateral Agent, in each case in such Agent’s sole discretion. The words “hereof”, “hereunder”, “hereby”, and words of similar import used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. The use herein of the word words “include” or “including,” when following any general statement, term or matter, will 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, but rather will 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 terms lease and license will include sub-lease and sub-licenseuse herein of the words “continuing”, as applicable. Unless the context requires otherwise“continuance”, “existing”, or any definition words of similar import or derivatives of any such words in reference to any agreement, instrument or other document (including any Organizational Document) will be construed as referring to Event of Default means that 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 or in any other Credit Document). Any reference herein to any Person will be construed to include such Person’s successors and permitted assigns. The words “asset” and “property” will be construed to have the same meaning and effectEvent of Default has not been expressly waived. The word “will” shall be construed to have as having the same meaning and effect as the word “shall.”. The words “assets” Any reference and “property” shall be construed as having the same meaning and effect and to refer to any law and all tangible and intangible assets and properties of any relevant Person or regulation will (i) Persons. The terms lease and license shall be construed to include all statutory sub-lease and regulatory provisions consolidatingsub-license. Whenever the context may require, replacing or interpreting or supplementing such law or regulation and (ii) unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. This Section 1.3 will apply, mutatis mutandis, to all Credit Documents.any pronoun shall be WEIL:\96958663\10\71605.0155

Interpretation, etc. 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 to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Section, Appendix, Schedule or Exhibit will shall be to a Section, 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, will 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-no limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather will 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 terms lease and license will include sub-lease and sub-license, as applicable. Unless the context requires otherwise, otherwise (a) any definition of or reference to any Credit Document, agreement, instrument or other document (including any Organizational Document) will herein shall be construed as referring to such agreement, instrument or other document documents as from time to time amended, restated, extended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in herein), (b) any other Credit Document). Any reference herein to any Person will shall be construed to include such Person’s successors and permitted assigns. The , (c) the words “assetherein,” “hereof” and “propertyhereunder,” will be construed to have the same meaning and effect. The word “will” words of similar import, shall be construed to have the same meaning refer to this Agreement in its entirety and effect as the word “shall.” Any not to any particular provision hereof, (d) any reference to any law or regulation will (i) include all statutory and regulatory provisions consolidating, replacing or interpreting or supplementing such law or regulation and (ii) unless otherwise specified, herein shall refer to such law or regulation as amended, modified or supplemented from time to time, (e) 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 (f) “on,” when used with respect to the Mortgaged Property or any property adjacent to the Mortgaged Property, means “on, in, under, above or about. This Section 1.3 will apply, mutatis mutandis, to all Aurora – A&R Credit Documents.Agreement