Common use of Other Definitional and Interpretive Provisions Clause in Contracts

Other Definitional and Interpretive Provisions. (a) All terms in this Agreement, the Exhibits and Schedules hereto shall have the same defined meanings when used in the FMR Guaranty or any other Loan Documents, unless the context shall require otherwise. (b) All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders; the singular shall include the plural, and the plural shall include the singular. (c) The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provisions of this Agreement. (d) The preamble hereto is part of this Agreement. Titles and headings of Articles and Sections in this Agreement are for convenience only, do not constitute part of this Agreement and neither limit nor amplify the provisions of this Agreement, and all references in this Agreement to Articles, Sections, Subsections, paragraphs, clauses, subclasses, Schedules or Exhibits shall refer to the corresponding Article, Section, Subsection, paragraph clause, subclause, Schedule or Exhibit attached to this Agreement, unless specific reference is made to the articles, sections or other subdivisions or divisions of such Schedule or Exhibit to or in another document or instrument. (e) Each definition of a document in this Agreement shall include such document as amended, modified, supplemented, restated, renewed or extended from time to time. (f) Except where specifically restricted, reference to a party in a Loan Document includes that party and its successors and assigns permitted hereunder or under such Loan Document. (g) Unless otherwise specifically stated, whenever a time is referred to in this Agreement or in any other Loan Document, such time shall be the local time in the city in which the principal office of the Agent is located at all times when Fleet is the Agent hereunder. (h) Any list in this Agreement of one or more items preceded by the words "include or "including" shall not be deemed limited to the stated items but shall be deemed without limitation. Section 1.03.

Other Definitional and Interpretive Provisions. (a) All Unless otherwise specified therein, all terms defined in this Agreement, the Exhibits and Schedules hereto Agreement shall have the same defined meanings when used in the FMR Guaranty or any Notes, any other Loan Documents, unless the context shall require otherwiseDocument or any certificate or other document made or delivered pursuant hereto. (b) All personal pronouns As used herein and in this Agreementany Notes and any other Loan Document, whether used and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to the Borrower and its Restricted Subsidiaries not defined in Subsection 1.1 and accounting terms partly defined in Subsection 1.1, to the masculine, feminine or neuter genderextent not defined, shall include all other genders; have the singular shall include the plural, and the plural shall include the singularrespective meanings given to them under GAAP. (c) The words "“hereof"”, "“herein" ” and "“hereunder" ” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provisions of this Agreement. (d) The preamble hereto is part of this Agreement. Titles and headings of Articles and Sections in this Agreement are for convenience only, do not constitute part of this Agreement and neither limit nor amplify the provisions provision of this Agreement, and all references in this Agreement to Articles, Sections, Subsections, paragraphs, clauses, subclasses, Schedules or Exhibits shall refer to the corresponding Article, Section, Subsection, paragraph clause, subclause, Schedule or and Exhibit attached references are to this AgreementAgreement unless otherwise specified. The words “include”, unless specific “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” Any reference is made herein to the articles, sections or other subdivisions or divisions of such Schedule or Exhibit any Person shall be construed to or in another document or instrument. (e) Each definition of a document in this Agreement shall include such document as amended, modified, supplemented, restated, renewed or extended from time to time. (f) Except where specifically restricted, reference to a party in a Loan Document includes that party and its Person’s successors and assigns permitted hereunder. Any reference herein to the financial statements (or any component thereof) of the Borrower shall be construed to include the financial statements (or the applicable component thereof) of the Borrower or any Parent Entity or IPO Vehicle (and/or any predecessor of the foregoing, if applicable) whose financial statements satisfy the Borrower’s financial reporting obligations under Subsection 7.1. With respect to any Default or Event of Default, the words “exists,” “is continuing” or similar expressions with respect thereto shall mean that such Default or Event of Default has occurred and has not yet been cured or waived. If any Default or Event of Default has occurred hereunder (any such Default or under such Loan Document. Event of Default, an “Initial Default”) and is subsequently cured (g) Unless otherwise specifically stateda “Cured Default”), whenever a time is referred to in this Agreement or in any other Default, Event of Default or failure of a condition precedent that resulted or may have resulted from (i) the making or deemed making of any representation or warranty by any Loan DocumentParty or (ii) any act or omission by any Loan Party or any Subsidiary of any Loan Party, such time shall be the local time in the city in which the principal office of the Agent is located at all times when Fleet is the Agent hereunder. (h) Any list in this Agreement of one or more items preceded by the words "include or "including" shall not be deemed limited to the stated items but shall be deemed without limitation. Section 1.03.each

Other Definitional and Interpretive Provisions. (a) All terms in this AgreementIf the last day of such period is a day other than a Business Day, the Exhibits and Schedules hereto shall have period in question will end on the same defined meanings when used in the FMR Guaranty or any other Loan Documents, unless the context shall require otherwisenext succeeding Business Day. (b) All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders; the singular shall include the plural, and the plural shall include the singular. (c) The words "“hereof", ",” “herein" ” and "“hereunder" ” and words of similar import when used in this Agreement shall will refer to this Agreement as a whole (including the Exhibits hereto and the Company Disclosure Letter which are incorporated herein and made a part hereof) and not to any particular provisions of this Agreement. (d) The preamble hereto is part of this Agreement. Titles and headings of Articles and Sections in this Agreement are for convenience only, do not constitute part of this Agreement and neither limit nor amplify the provisions provision of this Agreement, and all Article, Section and Exhibit and the Company Disclosure Letter references are to this Agreement unless otherwise specified. The words “include,” “includes” and “including” will be deemed to be followed by the phrase “without limitation.” The word “extent” in the phrase “to the extent” will mean the degree to which a subject or other theory extends and such phrase will not mean “if.” The meanings given to terms defined herein will be equally applicable to both the singular and plural forms of such terms. Whenever the context may require, any pronoun will include the corresponding masculine, feminine and neuter forms. Except as otherwise expressly provided herein, all references to “dollars” or “$” will be deemed references to the lawful money of the United States of America. The word “or” is not exclusive, unless the context otherwise requires. Any capitalized terms used in any Exhibit or the Company Disclosure Letter but not otherwise defined therein will have the meaning as defined in this Agreement Agreement. An item arising with respect to Articlesa specific representation or warranty will be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, Sections, Subsections, paragraphs, clauses, subclasses, Schedules or Exhibits shall refer to the corresponding Articleextent any such phrase appears in such representation or warranty, Sectionif (a) there is a reserve, Subsection, paragraph clause, subclause, Schedule accrual or Exhibit attached to this Agreement, unless specific reference is made other similar item underlying a number on such balance sheet or financial statements that related to the articlessubject matter of such representation or (b) such item is otherwise set forth or reflected on the balance sheet or financial statements. The phrase “made available” or similar words, sections when used in reference to any documents or other subdivisions information made available to Parent or divisions of its representatives, will be deemed to mean that such Schedule documents or Exhibit other information were uploaded to or in another document or instrument. (e) Each definition of a document in this Agreement shall include such document as amended, modified, supplemented, restated, renewed or extended from time and made available to time. (f) Except where specifically restricted, reference to a party in a Loan Document includes that party Parent and its successors and assigns permitted hereunder or under such Loan Document. (g) Unless otherwise specifically stated, whenever a time is referred to in this Agreement or in any other Loan Document, such time shall be the local time representatives in the city in which the principal office on-line data room hosted on behalf of the Agent is located Company at least one Business Day prior to the date hereof (as evidenced by DVDs or CD-ROMs imprinted with all times when Fleet is the Agent hereunder. (h) Any list in this Agreement of one such documents or more items preceded information and delivered by the words "include or "including" shall not be deemed limited Company to Parent promptly following the stated items but shall be deemed without limitation. Section 1.03date hereof).

Other Definitional and Interpretive Provisions. (a) All terms References in this Agreement, the Exhibits and Schedules hereto shall have the same defined meanings when used in the FMR Guaranty or any other Loan Documents, unless the context shall require otherwise. (b) All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders; the singular shall include the plural, and the plural shall include the singular. (c) The words Agreement to "hereofArticles", "hereinSections", "Annexes", "Exhibits", or "Schedules" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provisions of this Agreement. (d) The preamble hereto is part of this Agreement. Titles and headings of Articles and Sections in this Agreement are for convenience only, do not constitute part of this Agreement and neither limit nor amplify the provisions of this Agreement, and all references in this Agreement be to Articles, Sections, SubsectionsAnnexes, paragraphsExhibits or Schedules of or to this Agreement unless otherwise specifically provided. Any term defined herein may be used in the singular or plural. "Include", clauses"includes" and "including" shall be deemed to be followed by "without limitation". Except as otherwise specified or limited herein, subclassesreferences to any Person include the successors and assigns of such Person. References "from" or "through" any date mean, Schedules unless otherwise specified, "from and including" or Exhibits "through and including", respectively. Unless otherwise specified herein, the settlement of all payments and fundings hereunder between or among the parties hereto shall refer be made in lawful money of the United States and in immediately available funds. Except as otherwise expressly provided herein, references to any statute or act shall include all related current regulations and all amendments and any successor statutes, acts and regulations. All amounts used for purposes of financial calculations required to be made herein shall be without duplication. References to any agreement, instrument or document shall include all schedules, exhibits, annexes and other attachments thereto. References to capitalized terms that are not defined herein, but are defined (a) in the UCC, shall have the meanings given them in the UCC and (b) the PPSA shall have the meanings given them in the PPSA; provided, that to the corresponding Articleextent that such term is defined differently in the PPSA and in the UCC, Section, Subsection, paragraph clause, subclause, Schedule or Exhibit attached to this Agreement, unless specific reference is made to the articles, sections or other subdivisions or divisions definition of such Schedule term in the PPSA or Exhibit to the UCC shall govern, as the context requires, or in another document or instrument. (e) Each otherwise the definition of a document such term contained in the UCC shall govern. Notwithstanding the foregoing, and unless the context requires otherwise, any term defined in this Agreement by reference to the UCC shall also have any extended, alternative or analogous meaning given to such term in the PPSA, other applicable Canadian personal property security and other Laws (including the PPSA of each applicable province of Canada, the Bills of Exchange Act (Canada) and the Depository Bills and Notes Act (Canada)) in all cases for the extension, preservation or betterment of the security and rights of the Collateral. All references herein to times of day shall be references to daylight or standard time, as applicable. Any reference herein to "province" shall include such document as amended, modified, supplemented, restated, renewed or extended from time to time. (f) Except where specifically restricted, the territories of Canada and any reference to "provincial" shall have a party in a Loan Document includes that party and its successors and assigns permitted hereunder or under such Loan Documentcorresponding meaning. (g) Unless otherwise specifically stated, whenever a time is referred to in this Agreement Any reference herein or in any other Loan DocumentFinancing Document to the satisfaction, repayment, or payment in full of the Obligations shall mean (a) the payment or repayment in full in immediately available funds of (i) the principal amount of, and interest accrued and unpaid with respect to, all outstanding Loans, together with the payment of any premium applicable to the repayment of the Loans, (ii) all costs and expenses owing to Agent and/or Lenders hereunder or under any other Financing Document that have accrued and are unpaid regardless of whether demand has been made therefor, and (iii) all fees or charges that have accrued hereunder or under any other Financing Document (including fees payable pursuant to Section 2.2 and Section 2.5(b)) and are unpaid, (b) in the case of contingent reimbursement obligations with respect to Letters of Credit, providing cash collateral in respect thereof pursuant to Section 2.5(e), (c) the receipt by Lender of cash collateral in order to secure any other contingent Obligations for which a claim or demand for payment has been made on or prior to such time or in respect of matters or circumstances known to Lender at such time that are reasonably expected to result in any loss, cost, damage, or expense (including attorneys' fees and legal expenses), such time shall cash collateral to be in such amount as Lender reasonably determines is appropriate to secure such contingent Obligations, (d) the local time payment or repayment in full in immediately available funds of all other outstanding Obligations (including the city in payment of any termination amount then applicable (or which the principal office would or could become applicable as a result of the Agent is located repayment of the other Obligations) under Swap Contracts) other than (i) unasserted contingent indemnification Obligations, and (ii) any Swap Contracts that, at all times when Fleet is the Agent hereunder. (h) Any list in this Agreement of one or more items preceded such time, are allowed by the words "include or "including" shall not applicable secured party to remain outstanding without being required to be deemed limited to repaid, and (e) the stated items but shall be deemed without limitation. Section 1.03termination of all of the Revolving Loan Commitments of Lenders.

Other Definitional and Interpretive Provisions. (a) All Unless otherwise specified therein, all terms defined in this Agreement, the Exhibits and Schedules hereto Agreement shall have the same defined meanings when used in the FMR Guaranty other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto. (b) As used herein and in the other Loan Documents, and in any certificate or other document made or delivered pursuant hereto or thereto, (i) accounting terms relating to any Group Member not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP, (ii) the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation,” (iii) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (iv) 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, Capital Stock, securities, revenues, accounts, leasehold interests and contract rights, (v) references to a given time of day shall, unless the context shall require otherwise. otherwise specified, be deemed to refer to Pacific time, (bvi) All personal pronouns used in references to agreements (including this Agreement) or other Contractual Obligations shall, whether used in the masculineunless otherwise specified, feminine be deemed to refer to such agreements or neuter genderContractual Obligations as amended, supplemented, restated, amended and restated or otherwise modified from time to time and (vii) references to a fiscal year, unless otherwise specified, shall include all other genders; be deemed to refer to the singular shall include the plural, and the plural shall include the singularfiscal year of Pagaya Parent. (c) The words "“hereof", ",” “herein" ” and "“hereunder" ” and words of similar import import, when used in this Agreement Agreement, shall refer to this Agreement as a whole and not to any particular provisions of this Agreement. (d) The preamble hereto is part of this Agreement. Titles and headings of Articles and Sections in this Agreement are for convenience only, do not constitute part of this Agreement and neither limit nor amplify the provisions provision of this Agreement, unless otherwise specified. The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (ii) unless otherwise specified, all references in this Agreement herein to Articles, Sections, Subsections, paragraphs, clauses, subclasses, Exhibits and Schedules or Exhibits shall be construed to refer to the corresponding ArticleArticles and Sections of, Sectionand Exhibits and Schedules to, Subsection, paragraph clause, subclause, Schedule or Exhibit attached to this Agreement, and (iii) any reference to any law or regulation herein shall, unless specific reference is made otherwise specified, refer to the articles, sections such law or other subdivisions or divisions of such Schedule or Exhibit to or in another document or instrument. (e) Each definition of a document in this Agreement shall include such document regulation as amended, modified, supplemented, restated, renewed modified or extended supplemented from time to time. (fd) Except where specifically restricted, reference The meanings given to a party in a Loan Document includes that party and its successors and assigns permitted hereunder or under such Loan Document. (g) Unless otherwise specifically stated, whenever a time is referred to in this Agreement or in any other Loan Document, such time terms defined herein shall be equally applicable to both the local time in singular and plural forms of such terms. Whenever the city in which context may require, any pronoun shall include the principal office of the Agent is located at all times when Fleet is the Agent hereunder. (h) Any list in this Agreement of one or more items preceded by the words "include or "including" shall not be deemed limited to the stated items but shall be deemed without limitation. Section 1.03corresponding masculine, feminine and neuter forms.

Other Definitional and Interpretive Provisions. (a) All terms in Headings of the Articles and Sections of this Agreement, and the Exhibits Table of Contents are for convenience of the Parties only, and Schedules hereto shall have be given no substantive or interpretative effect whatsoever; (b) references herein to (i) any Person include the same defined meanings when used successors and permitted assigns of that Person; (ii) Articles and Sections are to Articles and Sections of this Agreement unless otherwise specified; (iii) any Contract are to that Contract as amended, amended and restated, modified or supplemented from time to time in accordance with the FMR Guaranty terms hereof and thereof; (iv) to “$” or any dollars shall refer to United States dollars unless otherwise specified; and (v) unless the context otherwise requires, (A) to “Law”, “Laws” or to a particular Law shall be deemed to refer to such Law as amended from time to time, and to the rules and regulations promulgated thereunder; (B) to the word “or” shall not be exclusive; and (C) the phrase “to the extent” shall mean the degree to which a subject or other Loan Documentsitem extends and shall not simply mean “if” (c) the phrases “the date of this Agreement”, “the date hereof” and terms of similar import, unless the context shall require otherwise. (b) All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter genderotherwise requires, shall include all other gendersbe deemed to refer to July 4, 2021; (d) the singular shall include the pluralwords “hereof”, “herein” and the plural shall include the singular. (c) The words "hereof", "herein" and "“hereunder" ” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provisions provision of this Agreement. (d) The preamble hereto is part of this Agreement. Titles and headings of Articles and Sections in this Agreement are for convenience only, do not constitute part of this Agreement and neither limit nor amplify the provisions of this Agreement, and all references in this Agreement to Articles, Sections, Subsections, paragraphs, clauses, subclasses, Schedules or Exhibits shall refer to the corresponding Article, Section, Subsection, paragraph clause, subclause, Schedule or Exhibit attached to this Agreement, unless specific reference is made to the articles, sections or other subdivisions or divisions of such Schedule or Exhibit to or in another document or instrument. ; (e) Each definition of a document any singular term in this Agreement shall be deemed to include such document as amendedthe plural, modified, supplemented, restated, renewed or extended from time to time. and any plural term the singular; (f) Except where specifically restrictedwhenever the words “include”, reference “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import; (g)(i) the word “day”, unless otherwise indicated, shall be deemed to refer to a party in a Loan Document includes that party calendar day; (ii) references from or through any date mean, unless otherwise specified, from and its successors including or through and assigns including, respectively; and (iii) if the last day for the giving of any notice or the performance of any act required or permitted hereunder or under such Loan Document. (g) Unless otherwise specifically stated, whenever a time is referred to in this Agreement is a day that is not a Business Day, then the time for the giving of such notice or in any other Loan Document, the performance of such time action shall be extended to the local time in the city in which the principal office of the Agent is located at all times when Fleet is the Agent hereunder. next succeeding Business Day; (h) Any list “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in this Agreement of one a visible form; and (i) all documents that have been made available to Buyer or more items preceded its Representatives by the words "include Seller or "including" its Representatives for review shall not be deemed limited have been uploaded to the stated items but shall be deemed without limitation. Section 1.03electronic data room hosted by Intralinks or otherwise provided via electronic means (e.g., via email) to Buyer or its Representatives at least 24 hours prior to the execution of this Agreement.