Common use of Interpretive Provisions Clause in Contracts

Interpretive Provisions. For all purposes of this Agreement, except as otherwise provided in this Agreement or unless the context otherwise requires: (a) The singular includes the plural and the plural includes the singular. (b) A reference to the masculine gender shall be deemed to be a reference to the feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) The words “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words “without limitation”. (f) The headings of particular provisions of this Agreement are inserted for convenience only and will not be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any document, instrument or agreement (i) shall include all exhibits, schedules and other attachments thereto, (ii) shall include all documents, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The words “hereof,” “herein” and “hereunder” and words of similar import when used in any document shall refer to such document as a whole and not to any particular provision of such document. (j) This Agreement is the result of negotiations among, and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular date, and the date in questions falls on a day which is not a business day, the event or action shall be performed, or the period shall end, on the next succeeding business day. (o) All references in this Agreement to any law shall be to such law as amended, supplemented, modified and replaced from time to time, and all rules and regulations promulgated thereunder.

Interpretive Provisions. For all purposes of this Agreement, except as otherwise provided in With reference to this Agreement and each other Loan Document, unless otherwise specified herein or unless the context otherwise requiresin such other Loan Document: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. ” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only and will not or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement other document as from time to time amended, supplemented or otherwise modified (i) shall include all exhibitssubject to any restrictions on such amendments, schedules and supplements or modifications set forth herein or in any other attachments theretoLoan Document), (ii) any reference herein to any Person shall be construed to include all documentssuch Person’s successors and assigns, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The the words “hereofherein,” “herein” hereof and “hereunder,” and words of similar import when used in any document Loan Document, shall be construed to refer to such document as a whole Loan Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in a Loan Document to Articles, Sections, Exhibits and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity Schedules shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to Articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular dateSections of, and the date in questions falls on a day which is not a business dayExhibits and Schedules to, the event or action shall be performedLoan Document in which such references appear, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be 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, supplemented, modified and replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules tangible and regulations promulgated thereunderintangible assets and properties, including cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” (c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

Interpretive Provisions. For all purposes of this Agreement, except as otherwise provided in  With reference to this Agreement and each other Credit Document, unless otherwise specified herein or unless the context otherwise requires:in such other Credit Document:  (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. ” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only and will not or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement other document as from time to time amended, amended and restated, supplemented or otherwise modified (i) shall include all exhibitssubject to any restrictions on such amendments, schedules and supplements or modifications set forth herein or in any other attachments theretoCredit Document), (ii) any reference herein to any Person shall be construed to include all documentssuch Person’s successors and assigns, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The the words “hereofherein,” “hereinhereof” and “hereunder,” and words of similar import when used in any document Credit Document, shall be construed to refer to such document as a whole Credit Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in a Credit Document to Articles, Sections, Exhibits and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity Schedules shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to Articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular dateSections of, and the date in questions falls on a day which is not a business dayExhibits and Schedules to, the event or action shall be performedCredit Document in which such references appear, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any reference to any rule, law or regulation shall, unless otherwise specified, refer to such rule, law or regulation as amended, supplemented, modified and replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules real and regulations promulgated thereunderpersonal property and tangible and intangible assets and properties, including cash, securities, accounts and contract rights.  (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” 

Interpretive Provisions. For all purposes Unless the express context of this Agreement, except as otherwise provided in this Agreement or unless the context otherwise requires: (a) The singular includes the plural words “hereof,” “herein,” and the plural includes the singular.“hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (b) A reference to the masculine gender shall be deemed to be terms defined in the singular have a reference to comparable meaning when used in the feminine gender plural, and vice versa.; (c) The words “or,” “either,” and “any” are not exclusive.references herein to the Preamble, the Recitals or a specific Article, Section, Subsection, Exhibit, Schedule or Annex shall refer, respectively, to the Preamble, Recitals, Articles, Sections, Subsections, Exhibits, Schedules or Annexes of this Agreement; (d) A reference to a Person includes its permitted successors and permitted assigns. (e) The words wherever the word “include,” “includes” and or “including” are not limiting and is used in this Agreement, it shall be deemed to be followed by the words “without limitation”.; (e) references herein to any gender (or the gender neutral form) includes each other gender and the gender neutral form; (f) The headings of particular provisions of this Agreement are inserted the word “or” shall be inclusive and not exclusive (for convenience only and will example, the phrase “A or B” means “A or B or both,” not be construed as a part of this Agreement “either A or serve as a limitation B but not both”), unless used in conjunction with “either” or expansion on the scope of any term or provision of this Agreement.like; (g) A reference in a document to an Article“shall,” “will,” or “agrees” are mandatory, Section, Exhibit, Schedule, Annex or Appendix and “may” is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document.permissive; (h) References each reference to any document, instrument or agreement (i) “days” shall include all exhibits, schedules and other attachments thereto, (ii) shall include all documents, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time be to time and in effect at any given time.calendar days; (i) The words “hereof,” “herein” and “hereunder” and words of similar import when used in any document shall refer to such document as a whole and not each reference to any particular provision of such agreement, contract, document. (j) This Agreement is the result of negotiations among, and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity shall be construed in favor of filing or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular date, and the date in questions falls on a day which is not a business day, the event or action shall be performed, or the period shall end, on the next succeeding business day. (o) All references in this Agreement to any law court order shall be to such law agreement or filing as amended, supplemented, modified and replaced waived, modified, restated, replaced, refinanced, extended or restructured from time to time, and all rules and subject to the limitations on such amendments, modifications, waivers, or restatements set forth herein; (j) each reference to a law, statute, regulation or other government rule is to it as amended, consolidated, replaced, supplemented, or interpreted from time to time and, as applicable, is to corresponding provisions of successor laws, statutes, regulations promulgated thereunder.or other government rules;

Interpretive Provisions. For all purposes of With reference to this Agreement, except as otherwise provided in this Agreement or unless the context otherwise requiresGuaranty: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. ” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only and will not or reference to any agreement, instrument or other document shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement other document as from time to time amended, supplemented or otherwise modified (i) shall include all exhibitssubject to any restrictions on such amendments, schedules and other attachments theretosupplements or modifications set forth herein), (ii) any reference herein to any Person shall be construed to include all documentssuch Person’s successors and assigns, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The the words “hereofherein,” “hereinhereof” and “hereunder,” and words of similar import when used in any document import, shall be construed to refer to such document as a whole this Guaranty in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in this Guaranty to Articles, Sections, Exhibits and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity Schedules shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to Articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular dateSections of, and the date Exhibits and Schedules to, this Guaranty in questions falls on a day which is not a business daysuch references appear, the event or action shall be performed, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be 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, supplemented, modified and replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules tangible and regulations promulgated thereunderintangible assets and properties, including cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

Interpretive Provisions. For all purposes of With reference to this AgreementCredit Agreement and each other Credit Document, except as unless otherwise provided specified herein or in this Agreement or unless the context otherwise requiressuch other Credit Document: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” ”, “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. . The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only and will not or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement other document as from time to time amended, supplemented or otherwise modified (i) shall include all exhibitssubject to any restrictions on such amendments, schedules and supplements or modifications set forth herein or in any other attachments theretoCredit Document), (ii) any reference herein to any Person shall be construed to include all documentssuch Person’s successors and assigns, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The the words “herein”, “hereof,” “herein” and “hereunder” ”, and words of similar import when used in any document Credit Document, shall be construed to refer to such document as a whole Credit Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in a Credit Document to “Articles”, “Sections”, “Exhibits” and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity “Schedules” shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular datesections of, and the date in questions falls on a day which is not a business dayexhibits and schedules to, the event or action shall be performedCredit Document in which such references appear, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be 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, supplemented, modified and replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules tangible and regulations promulgated thereunderintangible assets and properties, including cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

Interpretive Provisions. For all purposes of With reference to this AgreementCredit Agreement and each other Credit Document, except as unless otherwise provided specified herein or in this Agreement or unless the context otherwise requiressuch other Credit Document: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” ”, “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. . The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only and will not or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement other document as from time to time amended, supplemented or otherwise modified (i) shall include all exhibitssubject to any restrictions on such amendments, schedules and supplements or modifications set forth herein or in any other attachments theretoCredit Document), (ii) any reference herein to any Person shall be construed to include all documentssuch Person’s successors and permitted assigns, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The the words “herein”, “hereof,” “herein” and “hereunder” ”, and words of similar import when used in any document Credit Document, shall be construed to refer to such document as a whole Credit Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in a Credit Document to “Articles”, “Sections”, “Exhibits” and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity “Schedules” shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular datesections of, and the date in questions falls on a day which is not a business dayexhibits and schedules to, the event or action shall be performedCredit Document in which such references appear, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be 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, supplemented, modified and replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules tangible and regulations promulgated thereunderintangible assets and properties, including cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including”.

Interpretive Provisions. For all purposes of With reference to this AgreementCredit Agreement and each other Loan Document, except as unless otherwise provided specified herein or in this Agreement or unless the context otherwise requiressuch other Loan Document: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” ”, “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. . The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only and will not or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement other document as from time to time amended, supplemented or otherwise modified (i) shall include all exhibitssubject to any restrictions on such amendments, schedules and supplements or modifications set forth herein or in any other attachments theretoLoan Document), (ii) any reference herein to any Person shall be construed to include all documentssuch Person’s successors and assigns, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The the words “hereofherein,” “hereinhereof” and “hereunder,” and words of similar import when used in any document Loan Document, shall be construed to refer to such document as a whole Loan Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in a Loan Document to Articles, Sections, Exhibits and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity Schedules shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to Articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular dateSections of, and the date in questions falls on a day which is not a business dayExhibits and Schedules to, the event or action shall be performedLoan Document in which such references appear, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be 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, supplemented, modified and replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules tangible and regulations promulgated thereunderintangible assets and properties, including cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including”.

Interpretive Provisions. For all purposes of this Agreement, except as otherwise provided in With reference to this Agreement and each other Loan Document, unless otherwise specified herein or unless the context otherwise requiresin such other Loan Document: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. ” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only and will not or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement other document as from time to time amended, supplemented or otherwise modified (i) shall include all exhibitssubject to any restrictions on such amendments, schedules and supplements or modifications set forth herein or in any other attachments theretoLoan Document), (ii) any reference herein to any Person shall be construed to include all documentssuch Person’s successors and assigns, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The the words “hereofherein,” “herein” hereof and “hereunder,” and words of similar import when used in any document Loan Document, shall be construed to refer to such document as a whole Loan Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in a Loan Document to Articles, Sections, Exhibits and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity Schedules shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to Articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular dateSections of, and the date in questions falls on a day which is not a business dayExhibits and Schedules to, the event or action shall be performedLoan Document in which such references appear, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be 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, supplemented, modified and replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules tangible and regulations promulgated thereunderintangible assets and properties, including cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” (c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document. (d) This Agreement is being executed on the Closing Date concurrently with the execution and effectiveness of the Term Loan Credit Agreement. For the avoidance of doubt, the existence of parallel baskets in Article VI and Article VII of this Agreement, on the one hand, and the corresponding Articles of the Term Loan Credit Agreement, on the other hand, shall not be deemed to result in aggregate baskets of a greater amount than those set forth in each of such Agreements taken individually.

Interpretive Provisions. For all purposes of In this Agreement, except as unless otherwise provided in this Agreement specified or unless required by the context otherwise requirescontext: (a) The definitions of terms herein apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun includes the plural corresponding masculine, feminine and the plural includes the singular. (b) A reference to the masculine gender shall be deemed to be a reference to the feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” “includes” and “including” are not limiting and shall will be deemed to be followed by the words phrase “without limitation”. ” The word “shall” shall be construed to have the same meaning and effect as the word “will.” Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only and or reference to any agreement, instrument or other document will not be construed as a part of 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 in this Agreement or serve as a limitation or expansion on the scope of in any term or provision of this Agreement. (g) A reference in a document to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any document, instrument or agreement (i) shall include all exhibits, schedules and other attachments theretoFinancing Document), (ii) shall any reference herein to any Person will be construed to include all documentssuch Person’s successors and assigns, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The the words “hereofherein,” “hereinhereof” and “hereunder,” and words of similar import when used in any document shall import, will be construed to refer to such document as a whole Financing Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references herein to Articles, Sections, Exhibits and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity shall Schedules will be construed in favor to refer to Articles and Sections, Exhibits and Schedules of or against this Agreement, (v) any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular date, and the date in questions falls on a day which is not a business day, the event or action shall be performed, or the period shall end, on the next succeeding business day. (o) All references in this Agreement reference to any law shall be includes all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation, unless otherwise specified, refers to such law or regulation as amended, supplemented, modified and replaced or supplemented from time to time, and (vi) the words “asset” and “property” will be construed to have the same meaning and effect and to refer to any and all rules tangible and regulations promulgated thereunderintangible assets and properties, including cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” means “to and including.”

Interpretive Provisions. For Unless otherwise indicated (i) all purposes of this Agreementreferences herein to Articles, except as otherwise provided in this Agreement Sections, Annexes, Exhibits or unless the context otherwise requires: (a) The singular includes the plural and the plural includes the singular. (b) A reference to the masculine gender Schedules, shall be deemed to be a reference refer to Articles, Sections, Annexes, Exhibits or Schedules of or to this Agreement, as applicable; (ii) the feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) The words “include,” “includes” and “including,” are not limiting and when used herein, shall be deemed deemed, in each case, to be followed by the words “without limitation”. ; (fiii) The the headings of particular provisions of set forth in this Agreement are inserted for convenience of reference purposes only and will shall not affect or be construed as a part deemed to affect in any way the meaning or interpretation of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. hereof, (giv) A reference in a document to an Article, Section, Exhibit, Schedule, Annex or Appendix is all references herein to the Article, Section, Exhibit, Schedule, Annex or Appendix Subsidiaries of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document a Person shall be deemed incorporated by reference to include all direct and indirect Subsidiaries of such Person; (v) whenever the context may require, any pronouns used in such document. (h) References to any document, instrument or agreement (i) this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa; (vi) any dollar or percentage thresholds set forth herein shall not be used as a benchmark for the determination of what is or is not “material” or a “Company Material Adverse Effect” under this Agreement; (vii) the word “extent” and the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such word or phrase shall not simply mean “if”; (viii) all exhibitsreferences in this Agreement to dollar amounts and to “$” are intended to refer to U.S. dollars; (ix) any reference to a law or statute shall include such law or statute, schedules as amended (including by succession of comparable successor statutes), and other attachments the rules and regulations promulgated thereunder, or any successor statute, rules or regulations thereto, unless the context requires otherwise; (iix) shall include all documents, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The the words “hereof,” ”, “herein” and “hereunder” and words of similar import when used in any document this Agreement shall refer to such document this Agreement as a whole and not to any particular provision of this Agreement; (xi) unless otherwise expressly provided, wherever the consent of any Person is required or permitted herein, such document. consent may be withheld in such Person’s sole and absolute discretion; (jxii) This Agreement unless the context otherwise requires “or” is the result of negotiations among, and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity shall be construed in favor of or against any Member. disjunctive but not necessarily exclusive; (kxiii) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currencyany Person include the successors and permitted assigns of that Person; (xiv) references from or through any date mean, monetary values unless otherwise specified, from and dollars set forth in this Agreement shall mean United States including or through and including, respectively; and (U.S.xv) dollars and all payments if any action under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is required to be performed by a particular date done or a period ends on a particular date, and the date in questions falls taken on a day which that is not a business dayBusiness Day, the event or then such action shall be performed, required to be done or the period shall end, taken not on such day but on the next first succeeding business dayBusiness Day thereafter. (o) All references in this Agreement to any law shall be to such law as amended, supplemented, modified and replaced from time to time, and all rules and regulations promulgated thereunder.

Interpretive Provisions. For all purposes of this Agreement, except as otherwise provided in With reference to this Agreement and each other Loan Document, unless otherwise specified herein or unless the context otherwise requiresin such other Loan Document: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. ” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only and will not or reference to any agreement, instrument or other document shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement other document as from time to time amended, supplemented or otherwise modified (i) shall include all exhibitssubject to any restrictions on such amendments, schedules and supplements or modifications set forth herein or in any other attachments theretoLoan Document), (ii) any reference herein to any Person shall be construed to include all documentssuch Person’s successors and assigns, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The the words “hereofhereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any document Loan Document, shall be construed to refer to such document as a whole Loan Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in a Loan Document to Articles, Sections, Exhibits and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity Schedules shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to Articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular dateSections of, and the date in questions falls on a day which is not a business dayExhibits and Schedules to, the event or action shall be performedLoan Document in which such references appear, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be 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, supplemented, modified and replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules tangible and regulations promulgated thereunderintangible assets and properties, including cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

Interpretive Provisions. For all purposes of this Agreement, except as otherwise provided in With reference to this Agreement and each other Loan Document, unless otherwise specified herein or unless the context otherwise requiresin such other Loan Document: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. ” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only and will not or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement other document as from time to time amended, supplemented or otherwise modified (i) shall include all exhibitssubject to any restrictions on such amendments, schedules and supplements or modifications set forth herein or in any other attachments theretoLoan Document), (ii) any reference herein to any Person shall be construed to include all documentssuch Person’s successors and assigns, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The the words “hereofherein,” “hereinhereof” and “hereunder,” and words of similar import when used in any document Loan Document, shall be construed to refer to such document as a whole Loan Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in a Loan Document to Articles, Sections, Exhibits and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity Schedules shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to Articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular dateSections of, and the date in questions falls on a day which is not a business dayExhibits and Schedules to, the event or action shall be performedLoan Document in which such references appear, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be 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, supplemented, modified and replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules tangible and regulations promulgated thereunderintangible assets and properties, including cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” (c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document. (d) Any reference herein or in any other Loan Document to the satisfaction, repayment, or payment in full of the Obligations shall mean the repayment in Dollars in full in cash or immediately available funds of all of the Obligations other than unasserted contingent indemnification Obligations. (e) Any reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

Interpretive Provisions. For all purposes of With reference to this AgreementCredit Agreement and each other Credit Document, except as unless otherwise provided specified herein or in this Agreement or unless the context otherwise requiressuch other Credit Document: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” ”, “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. . The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only or reference to any agreement, instrument or other document (including the Credit Documents and will not any Organization Document) shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement (i) shall include all exhibits, schedules and other attachments thereto, (ii) shall include all documents, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, document as from time to time amended, modified and modified, extended, restated, replaced or supplemented from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and in effect at any given time. assigns, (iiii) The the words “hereof,” hereto”, “herein”, “hereof” and “hereunder” ”, and words of similar import when used in any document Credit Document, shall be construed to refer to such document as a whole Credit Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in a Credit Document to “Articles”, “Sections”, “Exhibits” and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity “Schedules” shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular datesections of, and the date in questions falls on a day which is not a business dayexhibits and schedules to, the event or action shall be performedCredit Document in which such references appear, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be include all statutory and regulatory rules, regulations, orders and 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, supplementedmodified, modified and extended, restated, replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules assets and regulations promulgated thereunderproperty of whatever kind, real and personal, tangible and intangible, including cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

Interpretive Provisions. For all purposes of this Agreement, except as otherwise provided in With reference to this Agreement and each other Loan Document, unless otherwise specified herein or unless the context otherwise requiresin such other Loan Document: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. ” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only and will not or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement other document as from time to time amended, supplemented or otherwise modified (i) shall include all exhibitssubject to any restrictions on such amendments, schedules and supplements or modifications set forth herein or in any other attachments theretoLoan Document), (ii) any reference herein to any Person shall be construed to include all documentssuch Person’s successors and assigns, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The the words “hereofhereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any document Loan Document, shall be construed to refer to such document as a whole Loan Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in a Loan Document to Articles, Sections, Exhibits and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity Schedules shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to Articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular dateSections of, and the date in questions falls on a day which is not a business dayExhibits and Schedules to, the event or action shall be performedLoan Document in which such references appear, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law, rule or regulation shall, unless otherwise specified, refer to such law law, rule or regulation as amended, supplemented, modified and replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules tangible and regulations promulgated thereunderintangible assets and properties, including cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

Interpretive Provisions. For all purposes of With reference to this AgreementCredit Agreement and each other Credit Document, except as unless otherwise provided specified herein or in this Agreement or unless the context otherwise requiressuch other Credit Document: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” ”, “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. . The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only and will not or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement other document as from time to time amended, supplemented or otherwise modified (i) shall include all exhibitssubject to any restrictions on such amendments, schedules and supplements or modifications set forth herein or in any other attachments theretoCredit Document), (ii) any reference herein to any Person shall be construed to include all documentssuch Person’s successors and assigns, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The the words “hereof,” hereto”, “herein”, “hereof” and “hereunder” ”, and words of similar import when used in any document Credit Document, shall be construed to refer to such document as a whole Credit Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in a Credit Document to “Articles”, “Sections”, “Exhibits” and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity “Schedules” shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to Articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular dateSections of, and the date in questions falls on a day which is not a business dayExhibits and Schedules to, the event or action shall be performedCredit Document in which such references appear, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be include all statutory and regulatory provisions, rules, regulations, and orders 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, supplemented, modified and replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules assets and regulations promulgated thereunderproperty of whatever kind, real and personal, tangible and intangible, including cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

Interpretive Provisions. For all purposes of this Agreement, except as otherwise provided in this Agreement or unless the context otherwise requires: (a) The singular includes the plural and the plural includes the singular. (b) A reference to the masculine gender shall be deemed to be a reference to the feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) The words “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words “without limitation”. ,” (fb) The headings of particular provisions of the word “or” is not exclusive, (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement are inserted for convenience only and will not be construed as a part of this Agreement or serve as a limitation or expansion on whole and (d) words importing the scope of any term or provision of singular include the plural and vice versa, and words importing gender include all genders. Unless the context otherwise requires, references herein (i) to Articles, Sections, Exhibits and Schedules mean the Articles and Sections of, and the Exhibits and Schedules attached to, this Agreement. ; (gii) A reference in a document to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement (i) shall include all exhibitsother document means such agreement, schedules instrument or other document as amended, supplemented and other attachments theretomodified from time to time to the extent permitted by the provisions thereof and by this Agreement, (ii) shall include all documents, instruments or agreements issued or executed in replacement thereof, as applicable; and (iii) shall mean to a statute means such document, instrument or agreement, or replacement or predecessor thereto, statute as amended, modified and supplemented amended from time to time and in effect at includes any given time. (i) The words “hereof,” “herein” successor legislation thereto and “hereunder” and words of similar import when used in any document shall refer rules or regulations promulgated thereunder. Subject to such document as a whole and not to any particular provision of such document. (j) This Agreement is the result of negotiations among, and has been reviewed bySection 11.9, the Members with the advice of counsel Schedules and Exhibits referred to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, herein and no ambiguity attached hereto shall be construed in favor with and as an integral part of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in to the United States of America, consistently applied. (l) same extent as if they were set forth verbatim herein. All references to currency, monetary values and dollars set forth in this Agreement days shall be to calendar days unless business days are specified. All references to “dollars” or “$” shall mean United States (U.S.) dollars Dollars. Unless otherwise expressly provided, wherever the consent of any Person is required or permitted, such consent may be withheld in such Person’s sole and all payments under this Agreement absolute discretion. When reference is made to information that has been “made available” or “provided” to Buyer, that shall be mean that such information was included in the Data Site Information. When referenced in any representation or warranty made in United States dollars. (m) The term prior to the Closing or any covenant or agreement operative prior to the Closing, any reference to any “dayAcquired Asset” or “Assumed Liability” shall mean calendar day. (n) Whenever mean, as applicable, any asset, right or property that would be an event or action is to be performed by a particular date or a period ends on a particular date, and the date in questions falls on a day which is not a business day, the event or action shall be performedAcquired Asset, or any Liability that would be an Assumed Liability, if the period shall endClosing occurred at the time such representation or warranty is made or the time such covenant or agreement is operative, on as the next succeeding business daycase may be. (o) All references in this Agreement to any law shall be to such law as amended, supplemented, modified and replaced from time to time, and all rules and regulations promulgated thereunder.

Interpretive Provisions. For all purposes The definitions of this Agreement, except as otherwise provided in this Agreement or unless terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context otherwise requires: (a) The singular includes may require, any pronoun shall include the plural corresponding masculine, feminine and the plural includes the singular. (b) A reference to the masculine gender shall be deemed to be a reference to the feminine gender and vice versa. (c) neuter forms. The words “or,” “either,” "include", "includes" and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) The words “include,” “includes” and “"including” are not limiting and " shall be deemed to be followed by the words “phrase "without limitation”. ". The word "will" shall be construed to have the same meaning and effect as the word "shall". Unless the context requires otherwise (fa) The headings any definition of particular provisions of this Agreement are inserted for convenience only and will not or reference to any agreement, instrument or other document herein shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement (i) shall include all exhibits, schedules and other attachments thereto, (ii) shall include all documents, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, document as amended, modified and supplemented from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth in the Loan Documents), (b) any reference herein to any law or regulation shall be construed, unless otherwise specified, as referring to such law or regulation as amended, modified, supplemented, codified or reenacted, in whole or in part, and in effect at from time to time, (c) any given time. reference herein to any Person shall be construed to include such Person's successors and assigns (isubject to the restrictions contained in the Loan Documents), (d) The the words “"herein", "hereof,” “herein” " and “"hereunder” ", and words of similar import when used in any document import, shall be construed to refer to such document as a whole this Agreement in its entirety and not to any particular provision hereof, (e) with respect to the determination of such document. (j) This Agreement is the result of negotiations among, and has been reviewed byany time period, the Members with word "from" means "from and including" and the advice of counsel word "to" means "to the extent deemed necessary by and including" and (f) any Member. Accordinglyreference herein to Articles, this Agreement shall be deemed to be the product of all of the MembersSections, Annexes, Exhibits and no ambiguity Schedules shall be construed in favor to refer to Articles and Sections of, and Annexes, Exhibits and Schedules to, this Agreement. No provision of this Agreement or any other Loan Document shall be interpreted or construed against any MemberPerson solely because such Person or its legal representative drafted such provision. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular date, and the date in questions falls on a day which is not a business day, the event or action shall be performed, or the period shall end, on the next succeeding business day. (o) All references in this Agreement to any law shall be to such law as amended, supplemented, modified and replaced from time to time, and all rules and regulations promulgated thereunder.

Interpretive Provisions. For all purposes of this Agreement, except as otherwise expressly provided in this Agreement or unless the context otherwise requires: , (ai) The singular includes the plural terms used in this Agreement include, as appropriate, all genders and the plural includes as well as the singular. (b) A reference to the masculine gender shall be deemed to be a reference to the feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) The words “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words “without limitation”. (f) The headings of particular provisions of this Agreement are inserted for convenience only and will not be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any document, instrument or agreement (i) shall include all exhibits, schedules and other attachments thereto, (ii) shall include all documentsreferences to words such as "herein", instruments or agreements issued or executed in replacement thereof"hereof", and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The words “hereof,” “herein” and “hereunder” and words of similar import when used in any document the like shall refer to such document this Agreement as a whole and not to any particular provision of such document. part, Article, or Section within this Agreement, (jiii) This Agreement is the result of negotiations amongterm "include" and all variations thereof shall mean "include without limitation", (iv) the term "or" shall include "and/or", (v) the term "proceeds" shall have the meaning ascribed thereto in the UCC, and has (vi) any defined term that relates to a document shall include within its definition any amendments, modifications, renewals, restatements, extensions, supplements, or substitutions that have been reviewed by, the Members or are hereafter executed and delivered in accordance with the advice of counsel terms thereof, except that references to the SUBI Trust Agreement include only such items as relate to the 2003-A SUBI and the Titling Trust. Any reference in this 2003-A SUBI Certificate Transfer Agreement to any agreement means such agreement as it may be amended, restated, supplemented (only to the extent deemed necessary by any Membersuch agreement as supplemented relates to the Notes), or otherwise modified from time to time, except that references to the SUBI Trust Agreement include only such items as relate to the 2003-A SUBI and the Titling Trust. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined Any reference in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular date, and the date in questions falls on a day which is not a business day, the event or action shall be performed, or the period shall end, on the next succeeding business day. (o) All references in this 2003-A SUBI Certificate Transfer Agreement to any law law, statute, regulation, rule, or other legislative action shall be to mean such law law, statute, regulation, rule, or other legislative action as amended, supplemented, or otherwise modified and replaced from time to time, and all rules and regulations shall include any rule or regulation promulgated thereunder. Any reference in this 2003-A SUBI Certificate Transfer Agreement to a Person shall include the successor or assignee of such Person.

Interpretive Provisions. For all purposes of this Agreement, except as otherwise provided in With reference to this Agreement and each other Loan Document, unless otherwise specified herein or unless the context otherwise requiresin such other Loan Document: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. ” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (fi) The headings any definition of particular provisions or reference to any agreement, instrument or other document (including any articles of this Agreement are inserted for convenience only and will not incorporation, bylaws or similar organizational documents) shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement other document as from time to time amended, supplemented or otherwise modified (i) shall include all exhibitssubject to any restrictions on such amendments, schedules and supplements or modifications set forth herein or in any other attachments theretoLoan Document), (ii) any reference herein to any Person shall be construed to include all documentssuch Person’s successors and assigns, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The the words “hereofhereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any document Loan Document, shall be construed to refer to such document as a whole Loan Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in a Loan Document to Articles, Sections, Exhibits and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity Schedules shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to Articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular dateSections of, and the date in questions falls on a day which is not a business dayExhibits and Schedules to, the event or action shall be performedLoan Document in which such references appear, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be 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, supplemented, modified and replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules tangible and regulations promulgated thereunderintangible assets and properties, including cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including”.

Interpretive Provisions. For all purposes With reference to this Guaranty: The definitions of this Agreement, except as otherwise provided in this Agreement or unless terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context otherwise requires: (a) The singular includes may require, any pronoun shall include the plural corresponding masculine, feminine and the plural includes the singular. (b) A reference to the masculine gender shall be deemed to be a reference to the feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. ” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only and will not or reference to any agreement, instrument or other document shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement other document as from time to time amended, supplemented or otherwise modified (i) shall include all exhibitssubject to any restrictions on such amendments, schedules and other attachments theretosupplements or modifications set forth herein), (ii) any reference herein to any Person shall be construed to include all documentssuch Person’s successors and assigns, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The the words “hereofherein,” “hereinhereof” and “hereunder,” and words of similar import when used in any document import, shall be construed to refer to such document as a whole this Guaranty in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in this Guaranty to Articles, Sections, Exhibits and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity Schedules shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to Articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular dateSections of, and the date Exhibits and Schedules to, this Guaranty in questions falls on a day which is not a business daysuch references appear, the event or action shall be performed, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be 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, supplemented, modified and replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules tangible and regulations promulgated thereunderintangible assets and properties, including cash, securities, accounts and contract rights.

Interpretive Provisions. For all purposes of this Agreement, except as Unless otherwise provided specified herein or in this Agreement or unless the context otherwise requiresany other Note Document: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. ” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only and will not or reference to any agreement, instrument or other document shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement other document as from time to time amended, restated, supplemented or otherwise modified (i) shall include all exhibitssubject to any restrictions on such amendments, schedules and restatements, supplements or modifications set forth herein or in any other attachments theretoNote Document), (ii) any reference herein to any Person shall be construed to include all documentssuch Person’s successors and assigns, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The the words “hereofherein,” “hereinhereof” and “hereunder,” and words of similar import when used in any document Note Document, shall be construed to refer to such document as a whole Note Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in a Note Document to Articles, Sections, Preliminary Statements, Annexes, Exhibits and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity Schedules shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to Articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular dateSections of, and the date in questions falls on a day which is not a business dayPreliminary Statements, Annexes, Exhibits and Schedules to, the event or action shall be performedNote Document in which such references appear, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be 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, supplemented, modified and replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules tangible and regulations promulgated thereunderintangible assets and properties, including cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” (c) Section headings herein and in the other Note Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Note Document.

Interpretive Provisions. For all purposes of this AgreementWith reference to each Loan Document, except as unless otherwise provided specified in this Agreement or unless the context otherwise requiressuch Loan Document: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. ” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only or reference to any agreement, instrument or other document (including the Loan Documents and will not any Organization Document) shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement (i) shall include all exhibits, schedules and other attachments thereto, (ii) shall include all documents, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, document as from time to time amended, modified and modified, extended, restated, replaced or supplemented from time to time (subject to any restrictions on such amendments, supplements or modifications set forth in any Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and in effect at any given time. assigns, (iiii) The the words “hereofhereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any document Loan Document, shall be construed to refer to such document as a whole Loan Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity Schedules shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to Articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular dateSections of, and the date in questions falls on a day which is not a business dayPreliminary Statements, Exhibits and Schedules to, the event or action shall be performedLoan Document in which such references appear, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any reference to any law, rule or regulation shall, unless otherwise specified, refer to such law law, rule or regulation as amended, supplementedmodified, modified and extended, restated, replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules tangible and regulations promulgated thereunderintangible assets and properties, including cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” (c) Section headings in any Loan Document are included for convenience of reference only and shall not affect the interpretation of any Loan Document. (d) Any reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

Interpretive Provisions. For all purposes of this Agreement, except as otherwise provided in With reference to this Agreement and each other Loan Document, unless otherwise specified herein or unless the context otherwise requiresin such other Loan Document: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. ” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only and will not or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement other document as from time to time amended, supplemented or otherwise modified (i) shall include all exhibitssubject to any restrictions on such amendments, schedules and supplements or modifications set forth herein or in any other attachments theretoLoan Document), (ii) any reference herein to any Person shall be construed to include all documentssuch Person’s successors and assigns, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The the words “hereofherein,” “hereinhereof” and “hereunder,” and words of similar import when used in any document Loan Document, shall be construed to refer to such document as a whole Loan Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in a Loan Document to Articles, Sections, Exhibits and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity Schedules shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to Articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular dateSections of, and the date in questions falls on a day which is not a business dayExhibits and Schedules to, the event or action shall be performedLoan Document in which such references appear, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be 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, supplemented, modified and replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules tangible and regulations promulgated thereunderintangible assets and properties, including cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

Interpretive Provisions. For all purposes The definitions of this Agreement, except as otherwise provided in this Agreement or unless terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context otherwise requires: (a) The singular includes may require, any pronoun shall include the plural corresponding masculine, feminine and the plural includes the singular. (b) A reference to the masculine gender shall be deemed to be a reference to the feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” ”, “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. . The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (fa) The headings any definition of particular provisions of this Agreement are inserted for convenience only and will not or reference to any agreement, instrument or other document herein shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement (i) shall include all exhibits, schedules and other attachments thereto, (ii) shall include all documents, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, document as amended, modified and supplemented from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth in the Loan Documents), (b) any reference herein to any law or regulation shall be construed, unless otherwise specified, as referring to such law or regulation as amended, modified, supplemented, codified or reenacted, in whole or in part, and in effect at from time to time, (c) any given time. reference herein to any Person shall be construed to include such Person’s successors and assigns (isubject to the restrictions contained in the Loan Documents), (d) The the words “herein”, “hereof,” “herein” and “hereunder” ”, and words of similar import when used in any document import, shall be construed to refer to such document as a whole this Agreement in its entirety and not to any particular provision hereof, (e) with respect to the determination of such document. (j) This Agreement is the result of negotiations among, and has been reviewed byany time period, the Members with word “from” means “from and including” and the advice of counsel word “to” means “to the extent deemed necessary by and including” and (f) any Member. Accordinglyreference herein to Articles, this Agreement shall be deemed to be the product of all of the MembersSections, Annexes, Exhibits and no ambiguity Schedules shall be construed in favor to refer to Articles and Sections of, and Annexes, Exhibits and Schedules to, this Agreement. No provision of this Agreement or any other Loan Document shall be interpreted or construed against any MemberPerson solely because such Person or its legal representative drafted such provision. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular date, and the date in questions falls on a day which is not a business day, the event or action shall be performed, or the period shall end, on the next succeeding business day. (o) All references in this Agreement to any law shall be to such law as amended, supplemented, modified and replaced from time to time, and all rules and regulations promulgated thereunder.

Interpretive Provisions. For all purposes of this Agreement, except as otherwise provided in With reference to this Agreement and each other Loan Document, unless otherwise specified herein or unless the context otherwise requiresin such other Loan Document: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. ” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only and will not or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement other document as from time to time amended, supplemented or otherwise modified (i) shall include all exhibitssubject to any restrictions on such amendments, schedules and supplements or modifications set forth herein or in any other attachments theretoLoan Document), (ii) any reference herein to any Person shall be construed to include all documentssuch Person’s successors and assigns, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The the words “hereofhereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any document Loan Document, shall be construed to refer to such document as a whole Loan Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in a Loan Document to Articles, Sections, Exhibits and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity Schedules shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to Articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular dateSections of, and the date in questions falls on a day which is not a business dayExhibits and Schedules to, the event or action shall be performedLoan Document in which such references appear, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be 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, supplemented, modified and replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules tangible and regulations promulgated thereunderintangible assets and properties, including cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” (c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document. ​

Interpretive Provisions. For all purposes of With reference to this AgreementCredit Agreement and each other Credit Document, except as unless otherwise provided specified herein or in this Agreement or unless the context otherwise requiressuch other Credit Document: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. ” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only and will not or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement other document as from time to time amended, supplemented or otherwise modified (i) shall include all exhibitssubject to any restrictions on such amendments, schedules and supplements or modifications set forth herein or in any other attachments theretoCredit Document), (ii) any reference herein to any Person shall be construed to include all documentssuch Person’s successors and assigns, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The the words “hereofhereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any document Credit Document, shall be construed to refer to such document as a whole Credit Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations among, all references in a Credit Document to “Articles,” “Sections,” “Exhibits” and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity “Schedules” shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular datesections of, and the date in questions falls on a day which is not a business dayexhibits and schedules to, the event or action shall be performedCredit Document in which such references appear, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be 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, supplemented, modified and replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules assets and regulations promulgated thereunderproperty of whatever kind, real and personal, tangible and intangible, including cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including.” (c) Section headings herein and in the other Credit Documents are included for convenience of reference only and shall not affect the interpretation of this Credit Agreement or any other Credit Document. (d) For purposes of determining compliance with any Section of Article 8 at any time, in the event that any Lien, Investment, Indebtedness (whether at the time of incurrence or upon application of all or a portion of the proceeds thereof) (subject to the third to last paragraph in Section 8.03), Disposition, Restricted Payment, Affiliate transaction, Contractual Obligation or prepayment of Indebtedness meets the criteria of one or more than one of the categories of transactions permitted pursuant to any clause of such Sections, such transaction (or portion thereof) at any time shall be permitted under one or more of such clauses as determined by the Borrower in its sole discretion at such time. (e) Any reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

Interpretive Provisions. For all purposes of With reference to this AgreementCredit Agreement and each other Credit Document, except as unless otherwise provided specified herein or in this Agreement or unless the context otherwise requiressuch other Credit Document: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” ”, “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. . The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only or reference to any agreement, instrument or other document (including the Credit Documents and will not any Organization Document) shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement (i) shall include all exhibits, schedules and other attachments thereto, (ii) shall include all documents, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, document as from time to time amended, modified and modified, extended, restated, replaced or supplemented from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and in effect at any given time. assigns, (iiii) The the words “hereof,” hereto”, “herein”, “hereof” and “hereunder” ”, and words of similar import when used in any document Credit Document, shall be construed to refer to such document as a whole Credit Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in a Credit Document to “Articles”, “Sections”, “Exhibits” and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity “Schedules” shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular datesections of, and the date in questions falls on a day which is not a business dayexhibits and schedules to, the event or action shall be performedCredit Document in which such references appear, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be include all statutory and regulatory rules, regulations, orders and 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, supplementedmodified, modified and extended, restated, replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules assets and regulations promulgated thereunderproperty of whatever kind, real and personal, tangible and intangible, including cash, securities, accounts and contract rights.

Interpretive Provisions. For all purposes of this Agreement, except as otherwise provided in With reference to this Agreement and each other Credit Document, unless otherwise specified herein or unless the context otherwise requiresin such other Credit Document: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. ” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only and will not or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement other document as from time to time amended, supplemented or otherwise modified (i) shall include all exhibitssubject to any restrictions on such amendments, schedules and supplements or modifications set forth herein or in any other attachments theretoCredit Document), (ii) any reference herein to any Person shall be construed to include all documentssuch Person’s successors and assigns, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The the words “hereofherein,” “hereinhereof” and “hereunder,” and words of similar import when used in any document Credit Document, shall be construed to refer to such document as a whole Credit Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in a Credit Document to Articles, Sections, Exhibits and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity Schedules shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to Articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular dateSections of, and the date in questions falls on a day which is not a business dayExhibits and Schedules to, the event or action shall be performedCredit Document in which such references appear, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be 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, supplemented, modified and replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules tangible and regulations promulgated thereunderintangible assets and properties, including cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” (c) Section headings herein and in the other Credit Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Credit Document. (d) Any reference to a specific number of Common Units or a specific price with respect to the Common Units is a reference to that number of Common Units or that price with respect to the Common Units, as the case may be, as of the Closing Date and shall therefore after the Closing Date be a reference to that number of Common Units or that price with respect to the Common Units, as the case may be, as adjusted to reflect stock splits, reverse stock splits, stock combinations and stock dividends and Potential Adjustment Events, as determined by the Collateral Agent, respectively; provided that, upon receipt of written request from the Borrower following any adjustment pursuant to this Section 1.2(d) or any adjustment in respect of a Potential Adjustment Event or VWAP Price Event pursuant to clause (ii) of the second proviso to Section 9.5(a), the Collateral Agent shall reasonably promptly provide the Borrower with a written explanation describing in reasonable detail any calculation, adjustment or determination made by it (including any quotations, market data or information from internal sources used in making such calculations, but without disclosing the Collateral Agent’s proprietary models or confidential information).

Interpretive Provisions. For all purposes of this Agreement, except as otherwise provided in this Agreement or unless the context otherwise requires:​ (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. ” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only or reference to any agreement, instrument or other document (including the Loan Documents and will not any Organization Document) shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement (i) shall include all exhibits, schedules and other attachments thereto, (ii) shall include all documents, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, document as from time to time amended, modified amended and restated, modified, extended, restated, replaced or supplemented from time to time (subject to any restrictions on such amendments, supplements or 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 in effect at any given time. assigns, (iiii) The the words “hereofhereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any document Loan Document, shall be construed to refer to such document as a whole Loan Document in its entirety and not to any particular provision of thereof, (iv) all references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Loan Document in which such document.references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and 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, extended, restated, replaced or supplemented from time to time, and (vi) 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. ​ (jb) This In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” ​ (c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document. ​ (d) It is understood and agreed that, notwithstanding anything to the result contrary in this Agreement, in connection with any Limited Condition Transaction: ​ (i) if the proceeds of negotiations amongany increase in the Revolving Facility are being used to finance such Limited Condition Transaction, and the Borrower has been reviewed byobtained Revolving Commitments for such increase in the Revolving Facility, (A) the Members with the advice of counsel condition set forth in Section 2.02(f)(v)(B)(1) shall, if and to the extent deemed necessary by the Lenders providing Revolving Commitments for the increase in the Revolving Facility so agree, be limited such that the only representations and warranties the accuracy of which shall be a condition to the availability of such increase in the Revolving Facility shall be (1) customary “specified representations”, and (2) such representations and warranties under the definitive agreement governing such Limited Condition Transaction as entitle the applicable Loan Party or the applicable Subsidiary to terminate its obligations under such definitive agreement or decline to consummate such Limited Condition Transaction if such representations and warranties fail to be true and correct, and (B) the conditions set forth in Section 2.02(f)(ii) and Section 2.02(f)(v)(B)(2) shall, if and to the extent the Lenders providing Revolving Commitments for the increase in the Revolving Facility so agree, be satisfied if (1) no Default or Event of Default shall have occurred and be continuing at the time of the execution of the definitive agreement governing such Limited Condition Transaction, and (2) no Specified Event of Default shall have occurred and be continuing at the time of the funding of such increase in the Revolving Facility in connection with the consummation of such Limited Condition Transaction; ​ (ii) the conditions set forth in clause (i) of the definition of “Permitted Acquisition” or clause (i)(C) of the proviso to Section 7.02(s) shall be satisfied if (A) no Event of Default (or, in the case of in clause (i)(C) of the proviso to Section 7.02(s), no Default or Event of Default) shall have occurred and be continuing at the time of the execution of the definitive agreement governing such Limited Condition Transaction, and (B) no Specified Event of Default shall have occurred and be continuing at the time of consummation of such Limited Condition Transaction; and (iii) for purposes of determining whether the conditions set forth in clause (ii) of the definition of “Permitted Acquisition” or clauses (i)(A) or (i)(B) of the proviso to Section 7.02(s) have been satisfied in connection with such Limited Condition Transaction, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Member. AccordinglyLimited Condition Transaction, this Agreement a “LCT Election”), the date of determination of whether any such condition has been satisfied shall be deemed to be the product date the definitive agreement governing such Limited Condition Transaction is executed (the “LCT Test Date”), and if, for the Limited Condition Transaction, the Loan Parties would have satisfied such condition on the relevant LCT Test Date, such condition shall be deemed to have been satisfied. ​ If the Borrower has made a LCT Election for any Limited Condition Transaction, then in connection with any calculation of all any ratio, test or basket availability hereunder (each, a “Subsequent Transaction”) following the relevant LCT Test Date and prior to the earlier of the Membersdate on which such Limited Condition Transaction is consummated and the date that the definitive agreement governing such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio, test or basket shall be calculated and tested both (x) on a Pro Forma Basis assuming such Limited ​ Condition Transaction and the other transactions in connection therewith (including any assumption or incurrence of Indebtedness) have been consummated on the relevant LCT Test Date until such time as the applicable Limited Condition Transaction has actually closed or the definitive agreement governing such Limited Condition Transaction has been terminated or expires without consummation of such Limited Condition Transaction, and no ambiguity (y) on a standalone basis without giving effect to such Limited Condition Transaction and the other transactions in connection therewith. ​ It is understood and agreed that this Section 1.02(d) shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in limit the United States of America, consistently applied. (l) All references to currency, monetary values and dollars conditions set forth in this Agreement shall mean United States Section 4.02 with respect to any proposed Credit Extension, in connection with a Limited Condition Transaction or otherwise. ​ (U.S.e) dollars and all payments under this Agreement Any reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event deemed to apply to a division of or action is to be performed by a particular date or a period ends on a particular date, and the date in questions falls on a day which is not a business day, the event or action shall be performedlimited liability company, or an allocation of assets to a series of a limited liability company (or the period unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall endconstitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, on the next succeeding business day. (o) All references in this Agreement to joint venture or any law other like term shall be to also constitute such law as amended, supplemented, modified and replaced from time to time, and all rules and regulations promulgated thereunder.a Person or entity). ​

Interpretive Provisions. For all purposes of this Agreement, except as otherwise provided in With reference to this Agreement and each other Loan Document, unless otherwise specified herein or unless the context otherwise requiresin such other Loan Document: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. ” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only and will not or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement other document as from time to time amended, supplemented or otherwise modified (i) shall include all exhibitssubject to any restrictions on such amendments, schedules and supplements or modifications set forth herein or in any other attachments theretoLoan Document), (ii) any reference herein to any Person shall be construed to include all documentssuch Person’s successors and assigns, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The the words “hereofhereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any document Loan Document, shall be construed to refer to such document as a whole Loan Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in a Loan Document to Articles, Sections, Exhibits and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity Schedules shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to Articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular dateSections of, and the date in questions falls on a day which is not a business dayExhibits and Schedules to, the event or action shall be performedLoan Document in which such references appear, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be 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, supplemented, modified and replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules tangible and regulations promulgated thereunderintangible assets and properties, including cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

Interpretive Provisions. For all purposes of this Agreement, except as otherwise provided in With reference to this Agreement and each other Loan Document, unless otherwise specified herein or unless the context otherwise requiresin such other Loan Document: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. ” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only or reference to any agreement, instrument or other document (including the Loan Documents and will not any Organization Document) shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement (i) shall include all exhibits, schedules and other attachments thereto, (ii) shall include all documents, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, document as from time to time amended, modified amended and restated, modified, extended, restated, replaced or supplemented from time to time (subject to any restrictions on such amendments, supplements or 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 in effect at any given time. assigns, (iiii) The the words “hereofhereto,” “herein,” “hereof’ and “hereunder,” and words of similar import when used in any document Loan Document, shall be construed to refer to such document as a whole Loan Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity Schedules shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to Articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular dateSections of, and the date in questions falls on a day which is not a business dayPreliminary Statements, Exhibits and Schedules to, the event or action shall be performedLoan Document in which such references appear, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be include all statutory and regulatory rules, regulations, orders and 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, supplementedmodified, modified and extended, restated, replaced or supplemented from time to time, and (vi) the words ​ “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules tangible and regulations promulgated thereunderintangible assets and properties, including cash, securities, accounts and contract rights. Any and all references to “Borrower” regardless of whether preceded by the term a, any, each of, all, and/or, or any other similar term shall be deemed to refer, as the context requires, to each and every (and/or any one or all) parties constituting a Borrower, individually and/or in the aggregate. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” (c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

Interpretive Provisions. For all purposes of this Agreement, except as otherwise provided in With reference to this Agreement and each other Loan Document, unless otherwise specified herein or unless the context otherwise requiresin such other Loan Document: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. ” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only and will not or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement other document as from time to time amended, supplemented or otherwise modified (i) shall include all exhibitssubject to any restrictions on such amendments, schedules and supplements or modifications set forth herein or in any other attachments theretoLoan Document), (ii) any reference herein to any Person shall be construed to include all documentssuch Person’s successors and assigns, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The the words “hereofhereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any document Loan Document, shall be construed to refer to such document as a whole Loan Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity Schedules shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to Articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular dateSections of, and the date in questions falls on a day which is not a business dayPreliminary Statements, Exhibits and Schedules to, the event or action shall be performedLoan Document in which such references appear, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be 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, supplemented, modified and replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules tangible and regulations promulgated thereunderintangible assets and properties, including cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

Interpretive Provisions. For all purposes of this Agreement, except as otherwise provided in With reference to this Agreement and each other Loan Document, unless otherwise specified herein or unless the context otherwise requiresin such other Loan Document: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. ” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only and will not or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement other document as from time to time amended, supplemented or otherwise modified (i) shall include all exhibitssubject to any restrictions on such amendments, schedules and supplements or modifications set forth herein or in any other attachments theretoLoan Document), (ii) any reference herein to any Person shall be construed to include all documentssuch Person’s successors and assigns, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The the words “hereofherein,” “hereinhereof” and “hereunder,” and words of similar import when used in any document Loan Document, shall be construed to refer to such document as a whole Loan Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity Schedules shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to Articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular dateSections of, and the date in questions falls on a day which is not a business dayPreliminary Statements, Exhibits and Schedules to, the event or action shall be performedLoan Document in which such references appear, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be 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, supplemented, modified and replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules tangible and regulations promulgated thereunderintangible assets and properties, including cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

Interpretive Provisions. For all purposes of this Agreement, except as otherwise provided in With reference to this Agreement and each other Loan Document, unless otherwise specified herein or unless the context otherwise requiresin such other Loan Document: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. ” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only and will not or reference to any Law, agreement, instrument or other document (including any Organization Document) shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Articlesuch Law, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement other document as from time to time amended, supplemented or otherwise modified (i) shall include all exhibitssubject to any restrictions on such amendments, schedules and supplements or modifications set forth herein or in any other attachments theretoLoan Document), (ii) any reference herein to any Person shall be construed to include all documentssuch Person’s successors and assigns, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The the words “hereofherein,” “hereinhereof” and “hereunder,” and words of similar import when used in any document Loan Document, shall be construed to refer to such document as a whole Loan Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity Schedules shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to Articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular dateSections of, and Preliminary Statements, Exhibits and Schedules to the date Loan Document in questions falls on a day which is not a business daysuch references appear, the event or action shall be performed, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be 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, supplemented, modified and replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules tangible and regulations promulgated thereunderintangible assets and properties, including cash, securities, accounts and contract rights. “Knowledge” shall mean the actual knowledge of a Responsible Officer of the Borrower after reasonable investigation.

Interpretive Provisions. For all purposes of With reference to this Agreement, except as otherwise provided in this Agreement or unless the context otherwise requiresGuaranty: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. ” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only and will not or reference to any agreement, instrument or other document shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement other document as from time to time amended, supplemented or otherwise modified (i) shall include all exhibitssubject to any restrictions on such amendments, schedules and other attachments theretosupplements or modifications set forth herein), (ii) any reference herein to any Person shall be construed to include all documentssuch Person’s successors and assigns, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The the words “hereofherein,” “hereinhereof” and “hereunder,” and words of similar import when used in any document import, shall be construed to refer to such document as a whole this Guaranty in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in this Guaranty to Articles, Sections, Exhibits and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity Schedules shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to Articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular dateSections of, and the date Exhibits and Schedules to, this Guaranty in questions falls on a day which is not a business daysuch references appear, the event or action shall be performed, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be 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, supplemented, modified and replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules tangible and regulations promulgated thereunderintangible assets and properties, including cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

Interpretive Provisions. For all purposes of this Agreement, except as otherwise provided in With reference to this Agreement and each other Loan Document, unless otherwise specified herein or unless the context otherwise requiresin such other Loan Document: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. ” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only and will not or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement other document as from time to time amended, supplemented or otherwise modified (i) shall include all exhibitssubject to any restrictions on such amendments, schedules and supplements or modifications set forth herein or in any other attachments theretoLoan Document), (ii) any reference herein to any Person shall be construed to include all documentssuch Person’s successors and assigns, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The the words “hereofherein,” “hereinhereof” and “hereunder,” and words of similar import when used in any document Loan Document, shall be construed to refer to such document as a whole Loan Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in a Loan Document to Articles, Sections, Exhibits and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity Schedules shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to Articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular dateSections of, and the date in questions falls on a day which is not a business dayExhibits and Schedules to, the event or action shall be performedLoan Document in which such references appear, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be 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, supplemented, modified and replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules tangible and regulations promulgated thereunderintangible assets and properties, including cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

Interpretive Provisions. For all purposes of With reference to this AgreementCredit Agreement and each other Credit Document, except as unless otherwise provided specified herein or in this Agreement or unless the context otherwise requiressuch other Credit Document: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” ”, “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. . The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only and will not or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement other document as from time to time amended, supplemented or otherwise modified (i) shall include all exhibitssubject to any restrictions on such amendments, schedules and supplements or modifications set forth herein or in any other attachments theretoCredit Document), (ii) any reference herein to any Person shall be construed to include all documentssuch Person’s successors and assigns, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The the words “hereof,” hereto”, “herein”, “hereof” and “hereunder” ”, and words of similar import when used in any document Credit Document, shall be construed to refer to such document as a whole Credit Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in a Credit Document to “Articles”, “Sections”, “Exhibits” and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity “Schedules” shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular datesections of, and the date in questions falls on a day which is not a business dayexhibits and schedules to, the event or action shall be performedCredit Document in which such references appear, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be 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, supplemented, modified and replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules assets and regulations promulgated thereunderproperty of whatever kind, real and personal, tangible and intangible, including cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including”.

Interpretive Provisions. For all purposes of this Agreement, except as otherwise provided in With reference to this Agreement and each other Loan Document, unless otherwise specified herein or unless the context otherwise requiresin such other Loan Document: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. ” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only and will not or reference to any agreement, instrument or other document (including any Organizational Document) shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement other document as from time to time amended, supplemented or otherwise modified (i) shall include all exhibitssubject to any restrictions on such amendments, schedules and supplements or modifications set forth herein or in any other attachments theretoLoan Document), (ii) any reference herein to any Person shall be construed to include all documentssuch Person’s successors and assigns, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The the words “hereofhereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any document Loan Document shall be construed to refer to such document as a whole Loan Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in a Loan Document to Articles, Sections, Exhibits, Appendices, Annexes and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity Schedules shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to Articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular dateSections of, and the date in questions falls on a day which is not a business dayExhibits, Appendices, Annexes and Schedules to, the event or action shall be performedLoan Document in which such references appear, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be 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, supplemented, modified and replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules tangible and regulations promulgated thereunderintangible assets and properties, including cash, securities, accounts and contract rights. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

Interpretive Provisions. For all purposes of this Agreement, except as otherwise provided in With reference to this Agreement and each other Investment Document, unless otherwise specified herein or unless the context otherwise requiresin such other Investment Document: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. ” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only or reference to any agreement, instrument or other document (including the Investment Documents and will not any Organization Document) shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement (i) shall include all exhibits, schedules and other attachments thereto, (ii) shall include all documents, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, document as from time to time amended, modified and modified, extended, restated, replaced or supplemented from time to time (subject to any restrictions set forth herein or in any other Investment Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and in effect at any given time. assigns, (iiii) The the words “hereofhereto”, “herein,” “hereinhereof” and “hereunder,” and words of similar import when used in any document Investment Document, shall be construed to refer to such document as a whole Investment Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in any Investment Document to Articles, Sections, Preliminary Statements, Exhibits and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity Schedules shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to Articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular dateSections of, and the date in questions falls on a day which is not a business dayPreliminary Statements, Exhibits and Schedules to, the event or action shall be performedInvestment Document in which such references appear, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be 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, supplementedmodified, modified and extended, restated, replaced or supplemented from time to time, time and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules real and regulations promulgated thereunderpersonal property and tangible and intangible assets and properties, including cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

Interpretive Provisions. For all purposes of this Agreement, except as otherwise expressly provided in this Agreement or unless the context otherwise requires: , (ai) The singular includes the plural terms used in this Agreement include, as appropriate, all genders and the plural includes as well as the singular. (b) A reference to the masculine gender shall be deemed to be a reference to the feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) The words “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words “without limitation”. (f) The headings of particular provisions of this Agreement are inserted for convenience only and will not be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any document, instrument or agreement (i) shall include all exhibits, schedules and other attachments thereto, (ii) shall include all documentsreferences to words such as "herein", instruments or agreements issued or executed in replacement thereof"hereof", and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The words “hereof,” “herein” and “hereunder” and words of similar import when used in any document the like shall refer to such document this Agreement as a whole and not to any particular provision of such document. part, Article, or Section within this Agreement, (jiii) This Agreement is the result of negotiations amongterm "include" and all variations thereof shall mean "include without limitation", (iv) the term "or" shall include "and/or", (v) the term "proceeds" shall have the meaning ascribed thereto in the UCC, and has (vi) any defined term that relates to a document shall include within its definition any amendments, modifications, renewals, restatements, extensions, supplements, or substitutions that have been reviewed by, the Members or are hereafter executed and delivered in accordance with the advice of counsel terms thereof, except that references to the SUBI Trust Agreement include only such items as relate to the 2003-A SUBI and the Titling Trust. Any reference in this 2003-A Trust SUBI Certificate Transfer Agreement to any agreement means such agreement as it may be amended, restated, supplemented (only to the extent deemed necessary by any Membersuch agreement as supplemented relates to the Notes), or otherwise modified from time to time, except that references to the SUBI Trust Agreement include only such items as relate to the 2003-A SUBI and the Titling Trust. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined Any reference in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular date, and the date in questions falls on a day which is not a business day, the event or action shall be performed, or the period shall end, on the next succeeding business day. (o) All references in this 2003-A Trust SUBI Certificate Transfer Agreement to any law law, statute, regulation, rule, or other legislative action shall be to mean such law law, statute, regulation, rule, or other legislative action as amended, supplemented, or otherwise modified and replaced from time to time, and all rules and regulations shall include any rule or regulation promulgated thereunder.. Any reference in this 2003-A Trust SUBI Certificate Transfer Agreement to a Person shall include the successor or assignee of such Person. Trust SUBI Certificate Transfer Agreement 2 ARTICLE TWO TRANSFER OF 2003-A SUBI CERTIFICATE

Interpretive Provisions. For all purposes The definitions of this Agreement, except as otherwise provided in this Agreement or unless terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context otherwise requires: (a) The singular includes may require, any pronoun shall include the plural corresponding masculine, feminine and the plural includes the singular. (b) A reference to the masculine gender shall be deemed to be a reference to the feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” ”, “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. . The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (fa) The headings any definition of particular provisions of this Agreement are inserted for convenience only and will not or reference to any agreement, instrument or other document herein shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement (i) shall include all exhibits, schedules and other attachments thereto, (ii) shall include all documents, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, document as amended, modified and supplemented from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth in the Loan Documents), (b) any reference herein to any law or regulation shall be construed, unless otherwise specified, as referring to such law or regulation as amended, modified, supplemented, codified or reenacted, in whole or in part, and in effect at from time to time, (c) any given time. reference herein to any Person shall be construed to include such Person’s successors and assigns (isubject to the restrictions contained in the Loan Documents), (d) The the words “herein”, “hereof,” “herein” and “hereunder” ”, and words of similar import when used in any document import, shall be construed to refer to such document as a whole this Agreement in its entirety and not to any particular provision hereof, (e) with respect to the determination of such document. (j) This Agreement is the result of negotiations among, and has been reviewed byany time period, the Members with word “from” means “from and including” and the advice of counsel word “to” means “to the extent deemed necessary by and including” and (f) any Member. Accordinglyreference herein to Articles, this Agreement shall be deemed to be the product of all of the MembersSections, Annexes, Exhibits and no ambiguity Schedules shall be construed in favor to refer to Articles and Sections of, and Annexes, Exhibits and Schedules to, this Agreement. No provision of this Agreement or any other Loan Document shall be interpreted or construed against any MemberPerson solely because such Person or its legal representative drafted such provision. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular date, and the date in questions falls on a day which is not a business day, the event or action shall be performed, or the period shall end, on the next succeeding business day. (o) All references in this Agreement to any law shall be to such law as amended, supplemented, modified and replaced from time to time, and all rules and regulations promulgated thereunder.

Interpretive Provisions. For all purposes of this Agreement, except as otherwise provided in this Agreement or unless the context otherwise requires: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. ” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only or reference to any agreement, instrument or other document (including the Loan Documents and will not any Organization Document) shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement (i) shall include all exhibits, schedules and other attachments thereto, (ii) shall include all documents, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, document as from time to time amended, modified and modified, extended, restated, replaced or supplemented from time to time (subject to any restrictions on such amendments, supplements or 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 in effect at any given time. assigns, (iiii) The the words “hereofhereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any document Loan Document, shall be construed to refer to such document as a whole Loan Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity Schedules shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to Articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular dateSections of, and the date in questions falls on a day which is not a business dayPreliminary Statements, Exhibits and Schedules to, the event or action shall be performedLoan Document in which such references appear, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be include all statutory and regulatory rules, regulations, orders and 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, supplementedmodified, modified and extended, restated, replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules tangible and regulations promulgated thereunderintangible assets and properties, including cash, securities, accounts and contract rights.  (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” (c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document. 

Interpretive Provisions. For all purposes of this Agreement, except as otherwise provided in With reference to this Agreement and each other Loan Document, unless otherwise specified herein or unless the context otherwise requiresin such other Loan Document: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. ” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only and will not or reference to any agreement, instrument or other document (including any Organizational Document) shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement other document as from time to time amended, supplemented or otherwise modified (i) shall include all exhibitssubject to any restrictions on such amendments, schedules and supplements or modifications set forth herein or in any other attachments theretoLoan Document), (ii) any reference herein to any Person shall be construed to include all documentssuch Person’s successors and assigns, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The the words “hereofherein,” “hereinhereof” and “hereunder,” and words of similar import when used in any document Loan Document, shall be construed to refer to such document as a whole Loan Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in a Loan Document to Articles, Sections, Exhibits and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity Schedules shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to Articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular dateSections of, and the date in questions falls on a day which is not a business dayExhibits and Schedules to, the event or action shall be performedLoan Document in which such references appear, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be 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, supplemented, modified and replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules tangible and regulations promulgated thereunderintangible assets and properties, including cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” The phase “term of this Agreement” means the period beginning on the date of this Third Amended and Restated Credit Agreement and ending on the termination or expiration of this Agreement.

Interpretive Provisions. For all purposes of this Agreement, except as otherwise provided in With reference to this Agreement and each other Loan Document, unless otherwise specified herein or unless the context otherwise requiresin such other Loan Document: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. ” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only and will not or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified (i) shall include all exhibitssubject to any restrictions on such amendments, schedules restatements, amendments and restatements, supplements or modifications set forth herein or in any other attachments theretoLoan Document), (ii) any reference herein to any Person shall be construed to include all documentssuch Person’s successors and assigns, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The the words “hereofhereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any document Loan Document, shall be construed to refer to such document as a whole Loan Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in a Loan Document to Articles, Sections, Exhibits and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity Schedules shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to Articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular dateSections of, and the date in questions falls on a day which is not a business dayExhibits and Schedules to, the event or action shall be performedLoan Document in which such references appear, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be 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, supplemented, modified and replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall ​ ​ be construed to have the same meaning and effect and to refer to any and all rules tangible and regulations promulgated thereunderintangible assets and properties, including cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

Interpretive Provisions. For all purposes of With reference to this AgreementCredit Agreement and each other Credit Document, except as unless otherwise provided specified herein or in this Agreement or unless the context otherwise requiressuch other Credit Document: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. ” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only and will not or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement other document as from time to time amended, supplemented or otherwise modified (i) shall include all exhibitssubject to any restrictions on such amendments, schedules and supplements or modifications set forth herein or in any other attachments theretoCredit Document), (ii) any reference herein to any Person shall be construed to include all documentssuch Person’s successors and assigns, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The the words “hereofhereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any document Credit Document, shall be construed to refer to such document as a whole Credit Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations among, all references in a Credit Document to “Articles,” “Sections,” “Exhibits” and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity “Schedules” shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular datesections of, and the date in questions falls on a day which is not a business dayexhibits and schedules to, the event or action shall be performedCredit Document in which such references appear, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be 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, supplemented, modified and replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules assets and regulations promulgated thereunderproperty of whatever kind, real and personal, tangible and intangible, including cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including.” (c) Section headings herein and in the other Credit Documents are included for convenience of reference only and shall not affect the interpretation of this Credit Agreement or any other Credit Document. (d) For purposes of determining compliance with any Section of Article 8 at any time, in the event that any Lien, Investment, Indebtedness (whether at the time of incurrence or upon application of all or a portion of the proceeds thereof) (subject to the third to last paragraph in Section 8.03), Disposition, Restricted Payment, Affiliate transaction, Contractual Obligation or prepayment of Indebtedness meets the criteria of one or more than one of the categories of transactions permitted pursuant to any clause of such Sections, such transaction (or portion thereof) at any time shall be permitted under one or more of such clauses as determined by the Borrower in its sole discretion at such time.

Interpretive Provisions. For all purposes of this Agreement, except as otherwise provided in  With reference to this Agreement and each other Loan Document, unless otherwise specified herein or unless the context otherwise requires:in such other Loan Document:  (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) neuter forms. The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) The words “"include,” “" "includes” " and “"including” are not limiting and " shall be deemed to be followed by the words “phrase "without limitation”. " The word "will" shall be construed to have the same meaning and effect as the word "shall." Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only and will not or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement other document as from time to time amended, supplemented or otherwise modified (i) shall include all exhibitssubject to any restrictions on such amendments, schedules and supplements or modifications set forth herein or in any other attachments theretoLoan Document), (ii) any reference herein to any Person shall be construed to include all documentssuch Person's successors and assigns, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified the words "herein," "hereof" and supplemented from time to time and in effect at any given time. (i) The words “hereof"hereunder,” “herein” and “hereunder” " and words of similar import when used in any document Loan Document, shall be construed to refer to such document as a whole Loan Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in a Loan Document to Articles, Sections, Exhibits and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity Schedules shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to Articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular dateSections of, and the date in questions falls on a day which is not a business dayExhibits and Schedules to, the event or action shall be performedLoan Document in which such references appear, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be 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, supplemented, modified and replaced or supplemented from time to time, and (vi) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all rules tangible and regulations promulgated thereunderintangible assets and properties, including cash, securities, accounts and contract rights.  (b) In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including;" the words "to" and "until" each mean "to but excluding;" and the word "through" means "to and including." 

Interpretive Provisions. For all purposes of With reference to this AgreementCredit Agreement and each other Credit Document, except as unless otherwise provided specified herein or in this Agreement or unless the context otherwise requiressuch other Credit Document: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” ”, “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. . The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only and will not or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement other document as from time to time amended, supplemented or otherwise modified (i) shall include all exhibitssubject to any restrictions on such amendments, schedules and supplements or modifications set forth herein or in any other attachments theretoCredit Document), (ii) any reference herein to any Person shall be construed to include all documentssuch Person’s successors and assigns, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The the words “herein”, “hereof,” “herein” and “hereunder,” and words of similar import when used in any document Credit Document, shall be construed to refer to such document as a whole Credit Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in a Credit Document to “Articles”, “Sections”, “Exhibits” and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity “Schedules” shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular datesections of, and the date in questions falls on a day which is not a business dayexhibits and schedules to, the event or action shall be performedCredit Document in which such references appear, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be 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, supplemented, modified and replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules tangible and regulations promulgated thereunderintangible assets and properties, including cash, securities, accounts and contract rights.

Interpretive Provisions. For all purposes of With reference to this AgreementCredit Agreement and each other Credit Document, except as unless otherwise provided specified herein or in this Agreement or unless the context otherwise requiressuch other Credit Document: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” ”, “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. . The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only and will not or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement other document as from time to time amended, supplemented or otherwise modified (i) shall include all exhibitssubject to any restrictions on such amendments, schedules and supplements or modifications set forth herein or in any other attachments theretoCredit Document), (ii) any reference herein to any Person shall be construed to include all documentssuch Person’s successors and assigns, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The the words “hereofherein,” “hereinhereof” and “hereunder,” and words of similar import when used in any document Credit Document, shall be construed to refer to such document as a whole Credit Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in a Credit Document to Articles, Sections, Exhibits and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity Schedules shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to Articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular dateSections of, and the date in questions falls on a day which is not a business dayExhibits and Schedules to, the event or action shall be performedCredit Document in which such references appear, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be 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, supplemented, modified and replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules tangible and regulations promulgated thereunderintangible assets and properties, including cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” the words “to” and “until” each mean “to but excluding” and the word “through” means “to and including”.

Interpretive Provisions. For all purposes of this Agreement, except as otherwise provided in With reference to this Agreement and each other Loan Document, unless otherwise specified herein or unless the context otherwise requiresin such other Loan Document: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. ” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only and will not or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement other document as from time to time amended, supplemented or otherwise modified (i) shall include all exhibitssubject to any restrictions on such amendments, schedules and supplements or modifications set forth herein or in any other attachments theretoLoan Document), (ii) any reference herein to any Person shall be construed to include all documentssuch Person’s successors and assigns, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The the words “hereofhereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any document Loan Document, shall be construed to refer to such document as a whole Loan Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in a Loan Document to Articles, Sections, Exhibits and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity Schedules shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to Articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular dateSections of, and the date in questions falls on a day which is not a business dayExhibits and Schedules to, the event or action shall be performedLoan Document in which such references appear, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law, rule or regulation shall, unless otherwise specified, refer to such law law, rule or regulation as amended, supplemented, modified and replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules tangible and regulations promulgated thereunderintangible assets and properties, including cash, securities, accounts and contract rights. ​ (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

Interpretive Provisions. For all purposes of this Agreement, except as otherwise provided in With reference to this Agreement and each other Loan Document, unless otherwise specified herein or unless the context otherwise requiresin such other Loan Document: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. ” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only and will not or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement other document as from time to time amended, supplemented or otherwise modified (i) shall include all exhibitssubject to any restrictions on such amendments, schedules and supplements or modifications set forth herein or in any other attachments theretoLoan Document), (ii) any reference herein to any Person shall be construed to include all documentssuch Person’s successors and assigns, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The the words “hereofherein,” “herein” hereof and “hereunder,” and words of similar import when used in any document Loan Document, shall be construed to refer to such document as a whole Loan Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in a Loan Document to Articles, Sections, Exhibits and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity Schedules shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to Articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular dateSections of, and the date in questions falls on a day which is not a business dayExhibits and Schedules to, the event or action shall be performedLoan Document in which such references appear, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be 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, supplemented, modified and replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules tangible and regulations promulgated thereunderintangible assets and properties, including cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” (c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document. (d) This Agreement is being amended on the Second Amendment Effective Date concurrently with the execution and effectiveness of the Revolving Credit Agreement. For the avoidance of doubt, the existence of parallel baskets in Article VI and Article VII of this Agreement, on the one hand, and the corresponding Articles of the Revolving Credit Agreement, on the other hand, shall not be deemed to result in aggregate baskets of a greater amount than those set forth in each of such Agreements taken individually.

Interpretive Provisions. For all purposes of With reference to this AgreementCredit Agreement and each other Credit Document, except as unless otherwise provided specified herein or in this Agreement or unless the context otherwise requiressuch other Credit Document: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” ”, “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. . The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only and will not or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified (i) shall include all exhibitssubject to any restrictions on such amendments, schedules restatements, amendments and restatements, supplements or modifications set forth herein or in any other attachments theretoCredit Document), (ii) any reference herein to any Person shall be construed to include all documentssuch Person’s successors and permitted assigns, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The the words “hereofherein,” “hereinhereof” and “hereunder,” and words of similar import when used in any document Credit Document, shall be construed to refer to such document as a whole Credit Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in a Credit Document to Articles, Sections, Exhibits and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity Schedules shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to Articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular dateSections of, and the date in questions falls on a day which is not a business dayExhibits and Schedules to, the event or action shall be performedCredit Document in which such references appear, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be 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, supplemented, modified and replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules tangible and regulations promulgated thereunderintangible assets and properties, including cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including”.

Interpretive Provisions. For all purposes of this Agreement, except as otherwise provided in With reference to this Agreement and each other Loan Document, unless otherwise specified herein or unless the context otherwise requiresin such other Loan Document: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. ” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only or reference to any agreement, instrument or other document (including the Loan Documents and will not any Organization Document) shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement other document as from time to time amended, amended and restated, extended, restated, replaced, supplemented or otherwise modified (i) shall include all exhibitssubject to any restrictions on such amendments, schedules and supplements or modifications set forth herein or in any other attachments theretoLoan Document), (ii) any reference herein to any Person shall be construed to include all documentssuch Person’s successors and assigns, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The the words “hereofhereto,” “herein,” “hereof and “hereunder,” and words of similar import when used in any document Loan Document, shall be construed to refer to such document as a whole Loan Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in a Loan Document to Articles, Sections, Exhibits and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity Schedules shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to Articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular dateSections of, and the date in questions falls on a day which is not a business dayExhibits and Schedules to, the event or action shall be performedLoan Document in which such references appear, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be 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, supplementedmodified, modified and extended, restated, replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules real and regulations promulgated thereunderpersonal property and tangible and intangible assets and properties, including cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” (c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document. (d) For purposes of Section 3.01, the term “Lender” includes the L/C Issuer and the term “applicable Law” includes FATCA.

Interpretive Provisions. For all purposes of this Agreement, except as otherwise provided in With reference to this Agreement and each other Loan Document, unless otherwise specified herein or unless the context otherwise requiresin such other Loan Document: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. ” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only and will not or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement other document as from time to time amended, supplemented or otherwise modified (i) shall include all exhibitssubject to any restrictions on such amendments, schedules and supplements or modifications set forth herein or in any other attachments theretoLoan Document), (ii) any reference herein to any Person shall be construed to include all documentssuch Person’s successors and assigns, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The the words “hereofhereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any document Loan Document, shall be construed to refer to such document as a whole Loan Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in a Loan Document to Articles, Sections, Exhibits and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity Schedules shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to Articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular dateSections of, and the date in questions falls on a day which is not a business dayExhibits and Schedules to, the event or action shall be performedLoan Document in which such references appear, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law, rule or regulation shall, unless otherwise specified, refer to such law law, rule or regulation as amended, supplemented, modified and replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the ​ same meaning and effect and to refer to any and all rules tangible and regulations promulgated thereunderintangible assets and properties, including cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

Interpretive Provisions. For all purposes of this Agreement, except as otherwise provided in With reference to this Agreement and each other Loan Document, unless otherwise specified herein or unless the context otherwise requiresin such other Loan Document: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. ” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only and will not or reference to any Law, agreement, instrument or other document (including any Organization Document) shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Articlesuch Law, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any document​ agreement, instrument or agreement other document as from time to time amended, supplemented or otherwise modified (i) shall include all exhibitssubject to any restrictions on such amendments, schedules and supplements or modifications set forth herein or in any other attachments theretoLoan Document), (ii) any reference herein to any Person shall be construed to include all documentssuch Person’s successors and assigns, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The the words “hereofherein,” “hereinhereof” and “hereunder,” and words of similar import when used in any document Loan Document, shall be construed to refer to such document as a whole Loan Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations among, and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular date, and the date in questions falls on a day which is not a business day, the event or action shall be performed, or the period shall end, on the next succeeding business day. (o) All references in this Agreement a Loan Document to any law shall be to such law as amendedArticles, supplemented, modified and replaced from time to time, and all rules and regulations promulgated thereunder.Sections,

Interpretive Provisions. For all purposes of this Agreement, except as otherwise provided in With reference to this Agreement and each other Loan Document, unless otherwise specified herein or unless the context otherwise requiresin such other Loan Document: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. ” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only and will not or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement other document as from time to time amended, supplemented or otherwise modified (i) shall include all exhibitssubject to any restrictions on such amendments, schedules and supplements or modifications set forth herein or in any other attachments theretoLoan Document), (ii) any reference herein to any Person shall be construed to include all documentssuch Person’s successors and assigns, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The the words “hereofhereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any document Loan Document, shall be construed to refer to such document as a whole Loan Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in a Loan Document to Articles, Sections, Exhibits and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity Schedules shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to Articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular dateSections of, and the date in questions falls on a day which is not a business dayExhibits and Schedules to, the event or action shall be performedLoan Document in which such references appear, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law, rule or regulation shall, unless otherwise specified, refer to such law law, rule or regulation as amended, supplemented, modified and replaced or supplemented from time to time, and (vi) unless the context otherwise requires, the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules tangible and regulations promulgated thereunderintangible assets and properties, including cash, securities, accounts and contract rights, and (vii) the word “owned” when used with respect to a Property, shall include ownership of a leasehold estate pursuant to a Financeable Ground Lease. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including.”

Interpretive Provisions. For all purposes of this Agreement, except as otherwise provided in With reference to this Agreement and each other Loan Document, unless otherwise specified herein or unless the context otherwise requiresin such other Loan Document: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. ” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only or reference to any agreement, instrument or other document (including the Loan Documents and will not any Organization Document) shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement (i) shall include all exhibits, schedules and other attachments thereto, (ii) shall include all documents, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, document as from time to time amended, modified amended and restated, modified, extended, restated, replaced or supplemented from time to time (subject to any restrictions on such amendments, supplements or 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 in effect at any given time. assigns, (iiii) The the words “hereofhereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any document Loan Document, shall be construed to refer to such document as a whole Loan Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity Schedules shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to Articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular dateSections of, and the date in questions falls on a day which is not a business dayPreliminary Statements, Exhibits and Schedules to, the event or action shall be performedLoan Document in which such references appear, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law, rule and any reference to any law, rule or regulation shall, unless otherwise specified, refer to such law law, rule or regulation as amended, supplementedmodified, modified and extended, restated, replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules tangible and regulations promulgated thereunderintangible assets and properties, including cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” (c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document. (d) Any reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale, or disposition, or similar term, shall be deemed to apply to a division of or by a 13743030v113743030v2 ​ limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale, or disposition, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person).

Interpretive Provisions. For all purposes of With reference to this AgreementCredit Agreement and each other Credit Document, except as unless otherwise provided specified herein or in this Agreement or unless the context otherwise requiressuch other Credit Document: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” ”, “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. . The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only and will not or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement other document as from time to time amended, supplemented or otherwise modified (i) shall include all exhibitssubject to any restrictions on such amendments, schedules and supplements or modifications set forth herein or in any other attachments theretoCredit Document), (ii) any reference herein to any Person shall be construed to include all documentssuch Person’s successors and assigns, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The the words “hereof,” hereto”, “herein”, “hereof” and “hereunder” ”, and words of similar import when used in any document Credit Document, shall be construed to refer to such document as a whole Credit Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in a Credit Document to “Articles”, “Sections”, “Exhibits” and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity “Schedules” shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular datesections of, and the date in questions falls on a day which is not a business dayexhibits and schedules to, the event or action shall be performedCredit Document in which such references appear, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be 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, supplemented, modified and replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules assets and regulations promulgated thereunderproperty of whatever kind, real and personal, tangible and intangible, including cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including”. (c) Section headings herein and in the other Credit Documents are included for convenience of reference only and shall not affect the interpretation of this Credit Agreement or any other Credit Document.

Interpretive Provisions. For all purposes of this Agreement, except as otherwise provided in With reference to this Agreement and each other Loan Document, unless otherwise specified herein or unless the context otherwise requiresin such other Loan Document: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. ” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only or reference to any agreement, instrument or other document (including the Loan Documents and will not any Organization Document) shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement other document as from time to time amended, supplemented or otherwise modified (i) shall include all exhibitssubject to any restrictions on such amendments, schedules and supplements or modifications set forth herein or in any other attachments theretoLoan Document), (ii) any reference herein to any Person shall be construed to include all documentssuch Person’s successors and assigns, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The the words “hereofhereto,” “herein,” “hereof and “hereunder,” and words of similar import when used in any document Loan Document, shall be construed to refer to such document as a whole Loan Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in a Loan Document to Articles, Sections, Exhibits and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity Schedules shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to Articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular dateSections of, and the date in questions falls on a day which is not a business dayExhibits and Schedules to, the event or action shall be performedLoan Document in which such references appear, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be 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, supplementedmodified, modified and extended, restated, replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules real and regulations promulgated thereunderpersonal property and tangible and intangible assets and properties, including cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” (c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document. (d) For purposes of Section 3.01, the term “Lender” includes the L/C Issuer and the term “applicable Law” includes FATCA.

Interpretive Provisions. For all purposes of this Agreement, except as otherwise provided in With reference to this Agreement and each other Note Document, unless otherwise specified herein or unless the context otherwise requires:in such other Note Document: ​ ​ (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. ” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only or reference to any agreement, instrument or other document (including the Note Documents and will not any Organization Document) shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement (i) shall include all exhibits, schedules and other attachments thereto, (ii) shall include all documents, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, document as from time to time amended, modified and modified, extended, restated, replaced or supplemented from time to time (subject to any restrictions set forth herein or in any other Note Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and in effect at any given time. assigns, (iiii) The the words “hereofhereto”, “herein,” “hereinhereof” and “hereunder,” and words of similar import when used in any document Note Document, shall be construed to refer to such document as a whole Note Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in an Note Document to Articles, Sections, Preliminary Statements, Exhibits and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity Schedules shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to Articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular dateSections of, and the date in questions falls on a day which is not a business dayPreliminary Statements, Exhibits and Schedules to, the event or action shall be performedNote Document in which such references appear, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be 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, supplementedmodified, modified and extended, restated, replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules real and regulations promulgated thereunderpersonal property and tangible and intangible assets and properties, including cash, securities, accounts, contract rights and Intellectual Property. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

Interpretive Provisions. For all purposes of this Agreement, except as otherwise provided in With reference to this Agreement and each other Loan Document, unless otherwise specified herein or unless the context otherwise requiresin such other Loan Document: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. ” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only and will not or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement other document as from time to time amended, supplemented or otherwise modified (i) shall include all exhibitssubject to any restrictions on such amendments, schedules and supplements or modifications set forth herein or in any other attachments theretoLoan Document), (ii) any reference herein to any Person shall be construed to ​ ​ include all documentssuch Person’s successors and assigns, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The the words “hereofhereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any document Loan Document, shall be construed to refer to such document as a whole Loan Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity Schedules shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to Articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular dateSections of, and the date in questions falls on a day which is not a business dayPreliminary Statements, Exhibits and Schedules to, the event or action shall be performedLoan Document in which such references appear, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be 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, supplemented, modified and replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules tangible and regulations promulgated thereunderintangible assets and properties, including cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

Interpretive Provisions. For all purposes of this Agreement, except as otherwise provided in With reference to this Agreement and each other Loan Document, unless otherwise specified herein or unless the context otherwise requiresin such other Loan Document: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. ” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only and will not or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document ​ ​ ​ referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement other document as from time to time amended, supplemented or otherwise modified (i) shall include all exhibitssubject to any restrictions on such amendments, schedules and supplements or modifications set forth herein or in any other attachments theretoLoan Document), (ii) any reference herein to any Person shall be construed to include all documentssuch Person’s successors and assigns, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The the words “hereofherein,” “hereinhereof” and “hereunder,” and words of similar import when used in any document Loan Document, shall be construed to refer to such document as a whole Loan Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity Schedules shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to Articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular dateSections of, and the date in questions falls on a day which is not a business dayPreliminary Statements, Exhibits and Schedules to, the event or action shall be performedLoan Document in which such references appear, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be 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, supplemented, modified and replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect, unless the context otherwise requires, and to refer to any and all rules tangible and regulations promulgated thereunderintangible assets and properties, including cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

Interpretive Provisions. For all purposes of this Agreement, except as otherwise provided in this Agreement or unless the context otherwise requires: (a) The singular includes the plural and the plural includes the singular. (b) A reference to the masculine gender shall be deemed to be a reference to the feminine gender and vice versa. (c) The words “or,” “either,including” and “anyinclude” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) The words “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words “without limitation”. ,” (fb) The headings of particular provisions of this Agreement are inserted for convenience only and will not be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any document, instrument or agreement (i) shall include all exhibits, schedules and other attachments thereto, (ii) shall include all documents, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The words “herein,” “hereof,” “hereinhereby,” and “hereto” or “hereunder” and refer to this Agreement as a whole (c) the term “knowledge” when used in the phrases “to the knowledge of Seller” or “Seller has no knowledge” or words of similar import when used shall mean, and shall be limited to, the knowledge of the individuals listed in any document Exhibit 13.11 and shall include only their actual present knowledge in their respective capacities with Seller, the Company and/or the Subsidiary, after reasonable inquiry of the respective individual with primary knowledge of the relevant matters, and (d) references to “$” refer to United States Dollars. When calculating the period of time before which, within which or following which any act is required to be done pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and, if the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day. Unless the context otherwise requires, references in this Agreement (i) to Articles, Sections, Exhibits and Schedules mean the Articles and Sections of, and the Exhibits and Schedules attached to, this Agreement and (ii) to an agreement, instrument or other document means such agreement, instrument or other document as a whole amended, supplemented and not modified from time to any particular provision of such document. (j) This Agreement is the result of negotiations among, and has been reviewed by, the Members with the advice of counsel time to the extent permitted by the provisions thereof. The Schedules and Exhibits referred to in this Agreement shall be construed with and as an integral part of this Agreement. Capitalized terms used but not otherwise defined in the Schedules and Exhibits referred to in this Agreement shall have the meanings set forth in this Agreement. Titles to Articles and headings of Sections are inserted for convenience of reference only and shall not be deemed necessary a part of or to affect the meaning or interpretation of this Agreement. Notwithstanding the fact that this Agreement has been drafted or prepared by any Memberone of the Parties, each Party confirms that both it and its counsel have reviewed, negotiated and adopted this Agreement as the joint agreement and understanding of the Parties. Accordingly, The language used in this Agreement shall be deemed to be the product of all of language chosen by the MembersParties to express their mutual intent, and no ambiguity rule of strict construction shall be construed in favor of or applied against any MemberParty. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular date, and the date in questions falls on a day which is not a business day, the event or action shall be performed, or the period shall end, on the next succeeding business day. (o) All references in this Agreement to any law shall be to such law as amended, supplemented, modified and replaced from time to time, and all rules and regulations promulgated thereunder.

Interpretive Provisions. For all purposes of With reference to this AgreementCredit Agreement and each other Credit Document, except as unless otherwise provided specified herein or in this Agreement or unless the context otherwise requiressuch other Credit Document: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” ”, “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. . The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only and will not or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement other document as from time to time amended, supplemented or otherwise modified (i) shall include all exhibitssubject to any restrictions on such amendments, schedules and supplements or modifications set forth herein or in any other attachments theretoCredit Document), (ii) any reference herein to any Person shall be construed to include all documentssuch Person's successors and assigns, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The the words “hereof,” hereto”, “herein”, “hereof” and “hereunder” ”, and words of similar import when used in any document Credit Document, shall be construed to refer to such document as a whole Credit Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in a Credit Document to “Articles”, “Sections”, “Exhibits” and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity “Schedules” shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular datesections of, and the date in questions falls on a day which is not a business dayexhibits and schedules to, the event or action shall be performedCredit Document in which such references appear, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be 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, supplemented, modified and replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules assets and regulations promulgated thereunderproperty of whatever kind, real and personal, tangible and intangible, including cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

Interpretive Provisions. For all purposes of this Agreement, except as otherwise provided in With reference to this Agreement and each other Loan Document, unless otherwise specified herein or unless the context otherwise requiresin such other Loan Document: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. ” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only and will not or reference to any Law, agreement, instrument or other document (including any Organization Document) shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Articlesuch Law, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement other document as from time to time amended, supplemented or otherwise modified (i) shall include all exhibitssubject to any restrictions on such amendments, schedules and supplements or modifications set forth herein or in any other attachments theretoLoan Document), (ii) any reference herein to any Person shall be construed to include all documentssuch Person’s successors and assigns, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The the words “hereofherein,” “hereinhereof” and “hereunder,” and words of similar import when used in any document Loan Document, shall be construed to refer to such document as a whole Loan Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity Schedules shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to Articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular dateSections of, and the date in questions falls on a day which is not a business dayPreliminary Statements, Exhibits and Schedules to, the event or action shall be performedLoan Document in which such references appear, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be 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, supplemented, modified and replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules tangible and regulations promulgated thereunderintangible assets and properties, including cash, securities, accounts and contract rights. “Knowledge” shall mean the actual knowledge of a Responsible Officer of the Borrower after reasonable investigation.

Interpretive Provisions. For all purposes With reference to this Guaranty: 23.01 The definitions of this Agreement, except as otherwise provided in this Agreement or unless terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context otherwise requires: (a) The singular includes may require, any pronoun shall include the plural corresponding masculine, feminine and the plural includes the singular. (b) A reference to the masculine gender shall be deemed to be a reference to the feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. ” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only and will not or reference to any agreement, instrument or other document shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement other document as from time to time amended, supplemented or otherwise modified (i) shall include all exhibitssubject to any restrictions on such amendments, schedules and other attachments theretosupplements or modifications set forth herein), (ii) any reference herein to any Person shall be construed to include all documentssuch Person’s successors and assigns, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The the words “hereofherein,” “hereinhereof” and “hereunder,” and words of similar import when used in any document import, shall be construed to refer to such document as a whole this Guaranty in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in this Guaranty to Articles, Sections, Exhibits and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity Schedules shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to Articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular dateSections of, and the date Exhibits and Schedules to, this Guaranty in questions falls on a day which is not a business daysuch references appear, the event or action shall be performed, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be 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, supplemented, modified and replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules tangible and regulations promulgated thereunderintangible assets and properties, including cash, securities, accounts and contract rights. 23.02 In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

Interpretive Provisions. For all purposes of With reference to this AgreementCredit Agreement and each other Credit Document, except as unless otherwise provided specified herein or in this Agreement or unless the context otherwise requiressuch other Credit Document: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” ”, “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. (f) . The headings of particular provisions of this Agreement are inserted for convenience only and will not word “will” shall be construed to have the same meaning and effect as a part the word “shall”. Unless the context requires otherwise, (i) any definition of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement other document (iincluding the Credit Documents and any Organization Document) shall include all exhibitsbe construed CHAR1\1346423v112 as referring to such agreement, schedules and instrument or other attachments theretodocument as from time to time amended, modified, extended, restated, replaced or supplemented or otherwise modifiedfrom time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Credit Document), (ii) any reference herein to any Person shall be construed to include all documentssuch Person’s successors and assigns, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The the words “hereof,” hereto”, “herein”, “hereof” and “hereunder” ”, and words of similar import when used in any document Credit Document, shall be construed to refer to such document as a whole Credit Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in a Credit Document to “Articles”, “Sections”, “Exhibits” and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity “Schedules” shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular datesections of, and the date in questions falls on a day which is not a business dayexhibits and schedules to, the event or action shall be performedCredit Document in which such references appear, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be include all statutory and regulatory rules, regulations, orders and 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, supplementedmodified, modified and extended, restated, replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules assets and regulations promulgated thereunderproperty of whatever kind, real and personal, tangible and intangible, including cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

Interpretive Provisions. For all purposes of this Agreement, except as otherwise provided in this Agreement or unless the context otherwise requires: (a) The singular includes the plural and the plural includes the singular. (b) A reference to the masculine gender shall be deemed to be a reference to the feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) The words “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words “without limitation.” (f) The words “shall” and “will” have the same meaning hereunder. (fg) The headings of particular provisions of this Agreement are inserted for convenience only and will not be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (gh) A reference in a document to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (hi) References to any document, instrument or agreement (i) shall include all exhibits, schedules and other attachments thereto, (ii) shall include all documents, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (ij) References to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. (k) The words “hereof,” “herein” and “hereunder” and words of similar import when used in any document shall refer to such document as a whole and not to any particular provision of such document. (jl) This Agreement is the result of negotiations among, and has been reviewed by, the Members Partners with the advice of counsel to the extent deemed necessary by any MemberPartner. Accordingly, this Agreement shall be deemed to be the product of all of the MembersPartners, and no ambiguity shall be construed in favor of or against any MemberPartner. (km) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (ln) All references to currency, monetary values and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (mo) The term “day” shall mean calendar day. (np) Whenever an event or action is to be performed by a particular date or a period ends on a particular date, and the date in questions question falls on a day which is not a business dayBusiness Day, the event or action shall be performed, or the period shall end, on the next succeeding business dayBusiness Day. (oq) All references in this Agreement to any law shall be to such law as amended, supplemented, modified and replaced from time to time, and all rules and regulations promulgated thereunder. (r) Wherever required by the context, references to a Fiscal Year shall refer to a portion thereof. (s) Wherever a conflict exists between this Agreement and any other agreement, this Agreement shall control but solely to the extent of such conflict.

Interpretive Provisions. For all purposes of this Agreement, except as otherwise provided in With reference to this Agreement and each other Loan Document, unless otherwise specified herein or unless the context otherwise requiresin such other Loan Document: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. ” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only and will not or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement other document as from time to time amended, supplemented or otherwise modified (i) shall include all exhibitssubject to any restrictions on such amendments, schedules and supplements or modifications set forth herein or in any other attachments theretoLoan Document), (ii) any reference herein to any Person shall be construed to include all documentssuch Person’s successors and assigns, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The the words “hereofhereto,” “herein,” “hereof” and ​ “hereunder,” and words of similar import when used in any document Loan Document, shall be construed to refer to such document as a whole Loan Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in a Loan Document to Articles, Sections, Exhibits and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity Schedules shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to Articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular dateSections of, and the date in questions falls on a day which is not a business dayExhibits and Schedules to, the event or action shall be performedLoan Document in which such references appear, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be 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, supplemented, modified and replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules tangible and regulations promulgated thereunderintangible assets and properties, including cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

Interpretive Provisions. For all purposes of this AgreementWith reference to each Loan Document, except as unless otherwise provided specified in this Agreement or unless the context otherwise requiressuch Loan Document: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. ” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only or reference to any agreement, instrument or other document (including the Loan Documents and will not any Organization Document) shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement (i) shall include all exhibits, schedules and other attachments thereto, (ii) shall include all documents, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, document as from time to time amended, modified and modified, extended, restated, replaced or supplemented from time to time (subject to any restrictions on such amendments, supplements or modifications set forth in any Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and in effect at any given time. assigns, (iiii) The the ​ words “hereofhereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any document Loan Document, shall be construed to refer to such document as a whole Loan Document in its entirety and not to any particular provision of such document. thereof, (jiv) This Agreement is the result of negotiations amongall references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity Schedules shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to Articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular dateSections of, and the date in questions falls on a day which is not a business dayPreliminary Statements, Exhibits and Schedules to, the event or action shall be performedLoan Document in which such references appear, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any reference to any law, rule or regulation shall, unless otherwise specified, refer to such law law, rule or regulation as amended, supplementedmodified, modified and extended, restated, replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules tangible and regulations promulgated thereunderintangible assets and properties, including cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” (c) Section headings in any Loan Document are included for convenience of reference only and shall not affect the interpretation of any Loan Document. (d) Any reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

Interpretive Provisions. For all purposes of this Agreement, except as otherwise provided in With reference to this Agreement and each other Loan Document, unless otherwise specified herein or unless the context otherwise requiresin such other Loan Document: (a) The singular includes the plural and the plural includes the singular. (b) A reference definitions of terms herein shall apply equally to the masculine gender singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall be deemed to be a reference to include the corresponding masculine, feminine gender and vice versa. (c) The words “or,” “either,” and “any” are not exclusive. (d) A reference to a Person includes its permitted successors and permitted assigns. (e) neuter forms. The words “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words phrase “without limitation”. ” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (fi) The headings any definition of particular provisions of this Agreement are inserted for convenience only and will not or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement. (g) A reference in a document referring to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. (h) References to any documentagreement, instrument or agreement other document as from time to time amended, supplemented or otherwise modified (i) shall include all exhibitssubject to any restrictions on such amendments, schedules and supplements or modifications set forth herein or in any other attachments theretoLoan Document), (ii) any reference herein to any Person shall be construed to include all documentssuch Person’s successors and assigns, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. (i) The the words “hereofhereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any document Loan Document, shall be construed to refer to such document as a whole Loan Document in its entirety and not to any particular provision of such document. ​ ​ ​ ​ -39- ​ ​ ​ thereof, (jiv) This Agreement is the result of negotiations amongall references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of all of the Members, and no ambiguity Schedules shall be construed in favor of or against any Member. (k) All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. (l) All references to currency, monetary values refer to Articles and dollars set forth in this Agreement shall mean United States (U.S.) dollars and all payments under this Agreement shall be made in United States dollars. (m) The term “day” shall mean calendar day. (n) Whenever an event or action is to be performed by a particular date or a period ends on a particular dateSections of, and the date in questions falls on a day which is not a business dayPreliminary Statements, Exhibits and Schedules to, the event or action shall be performedLoan Document in which such references appear, or the period shall end, on the next succeeding business day. (ov) All references in this Agreement any reference to any law shall be 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, supplemented, modified and replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all rules tangible and regulations promulgated thereunderintangible assets and properties, including cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”