Common use of Rules of Interpretation Clause in Contracts

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement. (k) In the event of any change in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of Borrowers or Agent, the Borrowers, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurred.

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of to such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requiresso determines, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New YorkMichigan, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement. (k) In the event of any change in generally accepted accounting principles GAAP after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of Borrowers the Borrower or Agent, the BorrowersBorrower, the Guarantors, the Agent and the Lenders Banks shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers Borrower and the Guarantors as in effect prior to such accounting change, as determined by the Required Lenders Banks in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the BorrowersBorrower, the Guarantors, the Agent and the Required LendersBanks, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurred.

Rules of Interpretation. (a) A When a reference is made in this Agreement to any document a section or agreement article, such reference shall include such document be to a section or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms article of this AgreementAgreement unless otherwise clearly indicated to the contrary. (b) The singular includes Whenever the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and or “including” are not limitingused in this Agreement they shall be deemed to be followed by the words “without limitation.” (gc) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunderhereto”, “herein” and “herewith” and words of like similar import shall shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular section provision of this Agreement, and article, section, paragraph, exhibit and schedule references are to the articles, sections, paragraphs, exhibits and schedules of this Agreement unless otherwise specified. (d) The meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term, and words denoting any gender shall include all genders. Where a word or subdivision phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (e) A reference to any party to this Agreement or any other agreement or document shall include such party’s successors and permitted assigns. (f) A reference to any legislation or to any provision of any legislation shall include any amendment to, and any modification or re-enactment thereof, any legislative provision substituted therefor and all regulations and statutory instruments issued thereunder or pursuant thereto. (g) The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provisions of this Agreement. (kh) In the event of any change in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which would Headings are for convenience only and do not affect the computation interpretation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of Borrowers or Agent, the Borrowers, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers as in effect prior to such accounting change, as determined this Agreement. (i) Any Exhibits attached hereto are incorporated herein by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed reference and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported considered as if such change had not occurreda part of this Agreement.

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Credit Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of to such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, UCC have the meanings assigned to them therein, with the term “instrument” being that defined under Article 9 of the UCC. (ih) Reference to a particular “§”, ” refers to that section of this Credit Agreement unless otherwise indicated. (ji) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Credit Agreement as a whole and not to any particular section or subdivision of this Credit Agreement. (kj) In the event of any change Unless otherwise expressly indicated, in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request periods of Borrowers or Agenttime from a specified date to a later specified date, the Borrowersword “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.” (k) This Credit Agreement and the other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters. All such limitations, tests and measurements are, however, cumulative and are to be performed in accordance with the terms thereof. (l) This Credit Agreement and the other Loan Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Administrative Agent and the Lenders shall negotiate promptlyBorrower and are the product of discussions and negotiations among all parties. Accordingly, diligently this Credit Agreement and in good faith in order the other Loan Documents are not intended to amend be construed against the provisions Administrative Agent or any of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions Lenders merely on account of the Borrowers as Administrative Agent’s or any Lender’s involvement in effect prior to the preparation of such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurreddocuments.

Rules of Interpretation. (a) A Unless the context requires otherwise, a reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and or the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any amendment reference to any law, rule or modification of regulation shall, unless otherwise specified, refer to such law, rule or regulation as amended, modified or supplemented from time to time. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP generally accepted accounting principles applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAPgenerally accepted accounting principles, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (ih) Reference to a particular “§”, ” or “Section” or “Exhibit” or “Schedule” refers to that section of of, Exhibit or Schedule to this Agreement unless otherwise indicated, and “§” or “Section” may be used interchangeably in this Agreement and in the other Loan Documents to refer to a section of this Agreement. (ji) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement. (j) References to times of a day which are not otherwise made specific to a particular time zone shall refer to the time (daylight or standard, as applicable) in the Eastern Time Zone in the United States. (k) In Except as otherwise expressly provided herein, all terms of an accounting or financial nature not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the event of Initial Financial Statements, except as otherwise specifically prescribed herein; provided that, if at any time any change in generally accepted accounting principles after GAAP (including the date hereof or any other change in accounting procedures pursuant to §7.3 which adoption of IFRS) would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon and either the Borrower shall request of Borrowers or the Required Banks shall reasonably request, the Agent, the BorrowersBanks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Banks); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Without limiting the foregoing, leases shall continue to be delivered under classified and accounted for on a basis consistent with that reflected in the Loan DocumentsInitial Financial Statements for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 805 and FASB ASC 470-20 on financial liabilities shall be disregarded. (l) 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. (m) 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.” (n) Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number). (o) Any reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, shall be calculated and reported deemed to apply to a Division 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 Successor shall constitute a separate Person hereunder (and each Division of any Person that is a Subsidiary, joint venture or any other like term shall also constitute such change had not occurreda Person or entity).

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement. (k) In the event of any change in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of Borrowers the Borrower, Guarantors or Agent, the BorrowersBorrower, the Guarantors, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers Borrower and the Guarantors as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the BorrowersBorrower, the Guarantors, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurred.

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time All capitalized terms used in accordance with its terms this Agreement and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by in the accounting entity to which they referIndenture. (fb) The words “include”Unless otherwise indicated, “includes” any reference to any agreement or instrument will be deemed to include a reference to that agreement or instrument as assigned, amended, supplemented, amended and “including” are not limiting. (g) The words “approval” restated, or otherwise modified and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect from time to time or replaced in accordance with the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision terms of this Agreement. (kc) In the event of any change The use in generally accepted accounting principles after the date hereof this Agreement or any of the other change Parity Lien Security Documents of the word “include” or “including,” when following any general statement, term or matter, will not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but will be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The word “will” shall be construed to have the same meaning and effect as the word “shall.” (d) References to “Sections,” “clauses,” “recitals” and the “preamble” will be to Sections, clauses, recitals and the preamble, respectively, of this Agreement unless otherwise specifically provided. References to “Articles” will be to Articles of this Agreement unless otherwise specifically provided. References to “Exhibits” will be to Exhibits to this Agreement unless otherwise specifically provided. (e) Notwithstanding anything to the contrary in accounting procedures pursuant this Agreement, any references contained herein to §7.3 which would affect the computation of any financial covenantsection, ratio clause, paragraph, definition or other requirement set forth in any Loan Document, then upon the request of Borrowers or Agent, the Borrowers, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions provision of the Loan Documents Indenture (including any definition contained therein) shall be deemed to be a reference to such that such financial covenantsection, ratio clause, paragraph, definition or other requirement shall continue to provide substantially the same financial tests or restrictions provision of the Borrowers Indenture as in effect prior on the date of this Agreement; provided that any reference to any such section, clause, paragraph or other provision shall refer to such accounting changesection, clause, paragraph or other provision of the Indenture (including any definition contained therein) as determined by the Required Lenders in their good faith judgment. Until such amended or modified from time as to time if such amendment or modification has been made in accordance with the Indenture. Unless otherwise set forth herein, references to principal amount shall have been executed and delivered by the Borrowersinclude, the Agent without duplication, any reimbursement obligations with respect to a letter of credit and the Required Lendersface amount of any outstanding letter of credit (whether or not such amount is, such financial covenantsat the time of determination, ratio and other requirements, and all financial statements and other documents required drawn or available to be delivered under drawn). This Agreement and the Loan other Parity Lien Security Documents will be construed without regard to the identity of the party who drafted it and as though the parties participated equally in drafting it. Consequently, each of the parties acknowledges and agrees that any rule of construction that a document is to be construed against the drafting party will not be applicable either to this Agreement or the other Parity Lien Security Documents, shall be calculated and reported as if such change had not occurred.

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Credit Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of to such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein, with the term “instrument” being that defined under Article 9 of the Uniform Commercial Code. (ih) Reference to a particular “§”, ” refers to that section of this Credit Agreement unless otherwise indicated. (ji) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Credit Agreement as a whole and not to any particular section or subdivision of this Credit Agreement. (kj) In the event of any change Unless otherwise expressly indicated, in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request periods of Borrowers or Agenttime from a specified date to a later specified date, the Borrowersword “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.” (k) This Credit Agreement and the other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters. All such limitations, tests and measurements are, however, cumulative and are to be performed in accordance with the terms thereof. (l) This Credit Agreement and the other Loan Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Administrative Agent and the Lenders shall negotiate promptlyBorrowers and are the product of discussions and negotiations among all parties. Accordingly, diligently this Credit Agreement and in good faith in order the other Loan Documents are not intended to amend be construed against the provisions Administrative Agent or any of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions Lenders merely on account of the Borrowers as Administrative Agent’s or any Lender’s involvement in effect prior to the preparation of such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurreddocuments.

Rules of Interpretation. (ai) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and Whenever the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and or “including” are not limitingused in this Agreement they shall be deemed to be followed by the words “without limitation.” (gii) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunderhereto”, “herein” and “herewith” and words of like similar import shall shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular section provision of this Agreement, and article, section, paragraph and exhibit references are to the articles, sections, paragraphs and exhibits of this Agreement unless otherwise specified. (iii) The meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term, and words denoting any gender shall include all genders. Where a word or subdivision phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (iv) A reference to any Party to this Agreement or any other agreement or document shall include such Party’s successors and permitted assigns. (v) A reference to any legislation or to any provision of any legislation shall include any amendment to, and any modification or re-enactment thereof, any legislative provision substituted therefor and all regulations and statutory instruments issued thereunder or pursuant thereto. (vi) The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provisions of this Agreement. (kvii) In the event of any change in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which would Headings are for convenience only and do not affect the computation interpretation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of Borrowers or Agent, the Borrowers, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement this Agreement. (viii) Any Exhibits attached hereto are incorporated herein by reference and shall continue be considered as part of this Agreement. (ix) The language in all parts of this Agreement shall in all cases be construed as a whole according to provide substantially the same financial tests or restrictions of the Borrowers as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirementsits fair meaning, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurredstrictly for or against either Avago or Agilent.

Rules of Interpretation. For purposes herein: (a) A in the appropriate context, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter gender; (b) except as otherwise provided, any reference herein to a contract, lease, instrument, release, indenture, or other agreement or document being in a particular form or on particular terms and conditions means that the referenced document shall be in that form or on those terms and conditions; (c) except as otherwise provided, any reference herein to an existing document or agreement exhibit having been Filed or to be Filed shall include such mean that document or agreement exhibit, as it may thereafter be amended, restated, supplemented, or otherwise modified or supplemented from time to time in accordance with its terms and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. Plan; (d) A reference unless otherwise specified, all references herein to any Person includes its permitted successors and permitted assigns. “Articles” are references to Articles of the Plan or hereto; (e) Accounting terms not unless otherwise defined herein have stated, the meanings assigned words “herein,” “hereof,” and ‘‘hereto’’ refer to them by GAAP applied on the Plan in its entirety rather than to a consistent basis by particular portion of the accounting entity to which they refer. Plan; (f) The captions and headings to Articles are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation hereof; (g) the words “include”, “includes” and “including,” are and variations thereof, shall not limiting. (g) The be deemed to be terms of limitation, and shall be deemed to be followed by the words “approvalwithout limitation;” and “approved”(h) the rules of construction set forth in section 102 of the Bankruptcy Code shall apply; (i) any term used in capitalized form herein that is not otherwise defined but that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the meaning assigned to that term in the Bankruptcy Code or the Bankruptcy Rules, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. case may be; (j) The words “herein”, “hereof”, “hereunder” and words of like import any docket number references in the Plan shall refer to this Agreement as a whole and not to the docket number of any particular section or subdivision of this Agreement. document Filed with the Bankruptcy Court in the Chapter 11 Cases; (k) In any effectuating provisions may be interpreted by the event Reorganized Debtors in such a manner that is consistent with the overall purpose and intent of any change in generally accepted accounting principles after the date hereof Plan all without further notice to or action, order, or approval of the Bankruptcy Court or any other change in accounting procedures pursuant Entity, and such interpretation shall control; (l) except as otherwise provided, any references to §7.3 which would affect the computation of any financial covenantEffective Date shall mean the Effective Date or as soon as reasonably practicable thereafter; and (m) all references herein to consent, ratio acceptance, or other approval shall be deemed to include the requirement set forth in any Loan Document, then upon the request of Borrowers or Agent, the Borrowers, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenantconsent, ratio acceptance, or other requirement shall continue to provide substantially approval be evidenced by a writing, which may be conveyed by counsel for the same financial tests respective parties that have such consent, acceptance, or restrictions of the Borrowers as in effect prior to such accounting changeapproval rights, as determined including by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurredelectronic mail.

Rules of Interpretation. (a) A The headings, subheadings and table of contents used herein or in any other Loan Document are solely for convenience of reference to and shall not constitute a part of any document or agreement shall include such document or affect the meaning, construction or effect of any provision thereof. (b) Except as otherwise expressly provided, references in any Loan Document to articles, sections, paragraphs, clauses, annexes, appendices, exhibits and schedules are references to articles, sections, paragraphs, clauses, annexes, appendices, exhibits and schedules in or to such Loan Document. (c) All definitions set forth herein or in any other Loan Document shall apply to the singular as well as the plural form of such defined term, and all references to the masculine gender shall include reference to the feminine or neuter gender, and vice versa, as the context may require. (d) When used herein or in any other Loan Document, words such as “hereunder”, “hereto”, “hereof” and “herein” and other words of like import shall, unless the context clearly indicates to the contrary, refer to the whole of the applicable document and not to any particular article, section, subsection, paragraph or clause thereof. (e) References to “including” means including without limiting the generality of any description preceding such term, and such term shall not limit a general statement to matters similar to those specifically mentioned. (f) Except as otherwise expressly provided, all dates and times of day specified herein shall refer to such dates and times at New York City. (g) Whenever interest rates or fees are established in whole or in part by reference to a numerical percentage expressed as “___%”, such arithmetic expression shall be interpreted in accordance with the convention that 1% = 100 basis points. (h) Each of the parties to the Loan Documents and their counsel have reviewed and revised, or requested (or had the opportunity to request) revisions to, the Loan Documents, and any rule of construction that ambiguities are to be resolved against the drafting party shall be inapplicable in the construing and interpretation of the Loan Documents and all exhibits, schedules and appendices thereto. (i) Any reference to an officer of the Borrower or any other Person by reference to the title of such officer shall be deemed to refer to each other officer of such Person, however titled, exercising the same or substantially similar functions. (j) All references to (i) any agreement or document as amended, modified or supplemented, or words of similar effect, shall mean such document or agreement, as the case may be, as amended, modified or supplemented from time to time only as and to the extent permitted therein and not prohibited by the Loan Documents and (ii) except as otherwise provided in accordance with its terms and the terms of this Agreement. , any international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative or executive orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority (bcollectively, a “Law”) The singular includes the plural shall include all statutory and the plural includes the singular. (c) A reference to any law includes any amendment regulatory provisions consolidating, amending, replacing, supplementing or modification of interpreting such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this AgreementLaw. (k) In Whenever in this Agreement any of the event parties hereto is referred to, such reference shall be deemed to include the successors and permitted assigns of any change such party and all covenants, provisions and agreements by or on behalf of the Borrower which are contained in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant Loan Documents shall inure to §7.3 which would affect the computation benefit of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request successors and permitted assigns of Borrowers or the Administrative Agent, the Borrowers, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurredor any of them.

Rules of Interpretation. (a) A The headings, subheadings and table of contents used herein or in any other Loan Document are solely for convenience of reference to and shall not constitute a part of any document or agreement shall include such document or affect the meaning, construction or effect of any provision thereof. (b) Except as otherwise expressly provided, references in any Loan Document to articles, sections, paragraphs, clauses, annexes, appendices, exhibits and schedules are references to articles, sections, paragraphs, clauses, annexes, appendices, exhibits and schedules in or to such Loan Document. (c) All definitions set forth herein or in any other Loan Document shall apply to the singular as well as the plural form of such defined term, and all references to the masculine gender shall include reference to the feminine or neuter gender, and vice versa, as the context may require. (d) When used herein or in any other Loan Document, words such as “hereunder”, “hereto”, “hereof” and “herein” and other words of like import shall, unless the context clearly indicates to the contrary, refer to the whole of the applicable document and not to any particular article, section, subsection, paragraph or clause thereof. (e) References to “including” means including without limiting the generality of any description preceding such term, and such term shall not limit a general statement to matters similar to those specifically mentioned. (f) Except as otherwise expressly provided, all dates and times of day specified herein shall refer to such dates and times at New York City. (g) Whenever interest rates or fees are established in whole or in part by reference to a numerical percentage expressed as “ %”, such arithmetic expression shall be interpreted in accordance with the convention that 1% = 100 basis points. (h) Each of the parties to the Loan Documents and their counsel have reviewed and revised, or requested (or had the opportunity to request) revisions to, the Loan Documents, and any rule of construction that ambiguities are to be resolved against the drafting party shall be inapplicable in the construing and interpretation of the Loan Documents and all exhibits, schedules and appendices thereto. (i) Any reference to an officer of the Borrower or any other Person by reference to the title of such officer shall be deemed to refer to each other officer of such Person, however titled, exercising the same or substantially similar functions. (j) All references to any agreement or document as amended, modified or supplemented, or words of similar effect, shall mean such document or agreement, as the case may be, as amended, modified or supplemented from time to time in accordance with its terms only as and to the terms of this Agreement. (b) The singular includes the plural extent permitted therein and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis prohibited by the accounting entity to which they refer. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this AgreementLoan Documents. (k) In Whenever in this Agreement any of the event parties hereto is referred to, such reference shall be deemed to include the successors and permitted assigns of any change such party and all covenants, provisions and agreements by or on behalf of the Borrower which are contained in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant Loan Documents shall inure to §7.3 which would affect the computation benefit of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request successors and permitted assigns of Borrowers or the Administrative Agent, the Borrowers, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurredor any of them.

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time All capitalized terms used in accordance with its terms this Agreement and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by in the accounting entity to which they referSecond Lien Indenture. (fb) The words “include”Unless otherwise indicated, “includes” (i) any reference to any agreement or instrument will be deemed to include a reference to that agreement or instrument as assigned, amended, supplemented, amended and “including” are not limitingrestated, or otherwise modified and in effect from time to time or replaced in accordance with the terms of this Agreement and (ii) any reference to any enactment will be deemed to include a reference to that enactment as re-enacted, amended or extended from time to time and to any successor enactment. (gc) The use in this Agreement or any of the other Security Documents of the word “include” or “including,” when following any general statement, term or matter, will not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but will be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The word “approvalwill” shall be construed to have the same meaning and “approved”, effect as the context requires, means an approval in writing given word “shall.” The definitions set forth herein shall apply equally to both the party seeking approval after full singular and fair disclosure to plural forms of the party giving approval of all material facts necessary in order to determine whether approval should be grantedterms defined. (hd) All terms not specifically defined herein or by GAAPReferences to “Sections,” “clauses,” “recitals” and the “preamble” will be to Sections, which terms are defined in clauses, recitals and the Uniform Commercial Code as in effect in the State of New Yorkpreamble, have the meanings assigned to them therein. (i) Reference to a particular “§”respectively, refers to that section of this Agreement unless otherwise indicatedspecifically provided. References to “Articles” will be to Articles of this Agreement unless otherwise specifically provided. References to “Exhibits” and “Schedules” will be to Exhibits and Schedules, respectively, to this Agreement unless otherwise specifically provided. (je) The words “herein”Notwithstanding anything to the contrary in this Agreement, “hereof”any references contained herein to any section, “hereunder” and words clause, paragraph, definition or other provision of like import the Second Lien Indenture or other Parity Lien Documents (including any definition contained therein) shall be deemed to be a reference to such section, clause, paragraph, definition or other provision as in effect on the date of this Agreement; provided that any reference to any such section, clause, paragraph or other provision shall refer to such section, clause, paragraph or other provision of the Second Lien Indenture or other Parity Lien Documents (including any definition contained therein) as amended or modified from time to time if such amendment or modification has been made in accordance with the Second Lien Indenture or other Parity Lien Documents, as applicable. Unless otherwise set forth herein, references to principal amount shall include, without duplication, any reimbursement obligations with respect to a letter of credit and the face amount of any outstanding letter of credit (whether or not such amount is, at the time of determination, drawn or available to be drawn). This Agreement and the other Security Documents will be construed without regard to the identity of the party who drafted it and as though the parties participated equally in drafting it. Consequently, each of the parties acknowledges and agrees that any rule of construction that a document is to be construed against the drafting party will not be applicable either to this Agreement as a whole and not to any particular section or subdivision of this Agreementthe other Security Documents. (k) In the event of any change in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of Borrowers or Agent, the Borrowers, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurred.

Rules of Interpretation. For purposes of this Plan: (a1) A in the appropriate context, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter gender; (2) unless otherwise specified, any reference herein to a contract, lease, instrument, release, indenture, or other agreement or document being in a particular form or on particular terms and conditions means that the referenced document shall be substantially in that form or substantially on those terms and conditions; (3) unless otherwise specified, any reference herein to an existing document, schedule, or exhibit, whether or not Filed, having been Filed or to be Filed shall mean that document, schedule, or exhibit, as it may thereafter be amended, modified, or supplemented; (4) any reference to an Entity as a holder of a Claim or Interest includes that Entity’s successors and assigns; (5) unless otherwise specified, all references herein to “Articles” are references to Articles hereof or hereto; (6) unless otherwise specified, all references herein to exhibits are references to exhibits in the Plan Supplement; (7) unless otherwise specified, the words “herein,” “hereof,” and “hereto” refer to the Plan in its entirety rather than to a particular portion of the Plan; (8) subject to the provisions of any contract, certificate of incorporation, by-law, instrument, release, or other agreement or document entered into in connection with the Plan, the rights and obligations arising pursuant to the Plan shall be governed by, and construed and enforced in accordance with the applicable federal law, including the Bankruptcy Code and Bankruptcy Rules; (9) captions and headings to Articles are inserted for convenience of reference only and are not intended to be a part of or agreement to affect the interpretation of the Plan; (10) unless otherwise specified herein, the rules of construction set forth in section 102 of the Bankruptcy Code shall include such document apply; (11) any term used in capitalized form herein that is not otherwise defined but that is used in the Bankruptcy Code or agreement the Bankruptcy Rules shall have the meaning assigned to that term in the Bankruptcy Code or the Bankruptcy Rules, as amendedthe case may be; (12) all references to docket numbers of documents Filed in the Chapter 11 Cases are references to the docket numbers under the Bankruptcy Court’s CM/ECF system; (13) all references to statutes, modified or supplemented regulations, orders, rules of courts, and the like shall mean as amended from time to time in accordance with its terms time, and as applicable to the terms of this Agreement. Chapter 11 Cases, unless otherwise stated; (b14) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and “including,” are and variations thereof, shall not limiting. (g) The be deemed to be terms of limitation, and shall be deemed to be followed by the words “approvalwithout limitation”; (15) references to “Proofs of Claim,” “holders of Claims,” “Disputed Claims,” and the like shall include “approved”Proofs of Interest,” “holders of Interests,” “Disputed Interests,” and the like, as applicable; (16) any immaterial effectuating provisions may be interpreted by the context requiresReorganized Debtors in such a manner that is consistent with the overall purpose and intent of the Plan all without further notice to or action, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving order, or approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement. (k) In the event of any change in generally accepted accounting principles after the date hereof Bankruptcy Court or any other change in accounting procedures pursuant Entity; and (17) all references herein to §7.3 which would affect consent, acceptance, or approval may be conveyed by counsel for the computation of any financial covenantrespective parties that have such consent, ratio acceptance, or other requirement set forth in any Loan Documentapproval rights, then upon the request of Borrowers or Agent, the Borrowers, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers as in effect prior to such accounting change, as determined including by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurredelectronic mail.

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms Headings are for convenience only and the terms do not affect interpretation. The following rules of this Agreement. (b) Section 2.01 apply unless the context requires otherwise. The singular includes the plural and the plural conversely. A gender includes the singular. (c) all genders. Where a word or phrase is defined, its other grammatical forms have a corresponding meaning. A reference to any law includes any amendment an Article, Section, Subsection, Paragraph, Subparagraph, Clause, Annex, Schedule, Appendix, Attachment, Rider or modification Exhibit is, unless otherwise specified, a reference to an Article, Section, Subsection, Paragraph, Subparagraph or Clause of, or Annex, Schedule, Appendix, Attachment, Rider or Exhibit to, this Agreement, all of such law. (d) which are hereby incorporated herein by this reference and made a part hereof. A reference to a party to this Agreement or another agreement or document includes the party’s permitted successors, substitutes or assigns. A reference to an agreement or document is to the agreement or document as amended, modified, novated, supplemented or replaced, except to the extent prohibited by any Person Repurchase Document. A reference to legislation or to a provision of legislation includes its permitted successors a modification, codification, replacement, amendment or reenactment of it, a legislative provision substituted for it and permitted assigns. (e) Accounting terms a rule, regulation or statutory instrument issued under it. A reference to writing includes a facsimile or electronic transmission and any means of reproducing words in a tangible and permanently visible form. A reference to conduct includes an omission, statement or undertaking, whether or not otherwise defined herein have the meanings assigned to them in writing. A Default or Event of Default exists until it has been cured or waived in writing by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) Buyer. The words “include”, “includeshereof,” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, ,” “hereunder” and similar words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision provision of this Agreement, unless the context clearly requires or the language provides otherwise. The word “including” is not limiting and means “including without limitation. (k) ” The word “any” is not limiting and means “any and all” unless the context clearly requires or the language provides otherwise. In the event of any change in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect 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 words “will” and “shall” have the same meaning and effect. A reference to day or days without further qualification means calendar days. A reference to any time means New York time. This Agreement may use several different limitations, tests or measurements to regulate the same or similar matters. All such limitations, tests and measurements are cumulative and shall each be performed in accordance with their respective terms. Unless the context otherwise clearly requires, all accounting terms not expressly defined herein shall be construed in accordance with GAAP, and all accounting determinations, financial covenantcomputations and financial statements required hereunder shall be made in accordance with GAAP, ratio without duplication of amounts, and on a consolidated basis with all Subsidiaries. All terms used in Articles 8 and 9 of the UCC, and used but not specifically defined herein, are used herein as defined in such Articles 8 and 9. A reference to “fiscal year” and “fiscal quarter” means the fiscal periods of the applicable Person referenced therein. A reference to an agreement includes a security interest, guarantee, agreement or other requirement set forth legally enforceable arrangement whether or not in writing. A reference to a document includes an agreement (as so defined) in writing or a certificate, notice, instrument or document, or any Loan Documentinformation recorded in computer disk form. Whenever a Person is required to provide any document to Buyer under the Repurchase Documents, then upon the relevant document shall be provided in writing, in printed or electronic form, unless Buyer requests otherwise. At the request of Borrowers or AgentBuyer, the Borrowersdocument shall be provided in computer disk form or both printed and computer disk form. The Repurchase Documents are the result of negotiations between the Parties, have been reviewed by counsel to Buyer and counsel to Seller, and are the product of both Parties. No rule of construction shall apply to disadvantage one Party on the ground that such Party proposed or was involved in the preparation of any particular provision of the Repurchase Documents or the Repurchase Documents themselves. Except where otherwise expressly stated, Buyer may give or withhold, or give conditionally, approvals and consents, and may form opinions and make determinations, in its sole and absolute discretion subject in all cases to the implied covenant of good faith and fair dealing. Reference in any Repurchase Document to Buyer’s discretion, shall mean, unless otherwise expressly stated herein or therein, Buyer’s sole and absolute discretion, and the exercise of such discretion shall be final and conclusive. In addition, whenever Buyer has a decision or right of determination, opinion or request, exercises any right given to it to agree, disagree, accept, consent, grant waivers, take action or no action or to approve or disapprove (or any similar language or terms), or any arrangement or term is to be satisfactory or acceptable to or approved by Buyer (or any similar language or terms), the Agent decision of Buyer with respect thereto shall be in the sole and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions absolute discretion of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirementsBuyer, and all financial statements and other documents required to be delivered under the Loan Documents, such decision shall be calculated final and reported as if such change had not occurredconclusive.

Rules of Interpretation. (a) A reference Whenever the words “include”, “includes” or “including” are used in this Tenancy Agreement they shall be deemed to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and be followed by the terms of this Agreementwords “without limitation.” (b) The singular includes words “hereof”, “hereto”, herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Tenancy Agreement as a whole and not to any particular provision of this Tenancy Agreement, and article, section, paragraph and exhibit references are to the plural articles, sections, paragraphs and the plural includes the singularexhibits of this Tenancy Agreement unless otherwise specified. (c) A reference The meaning assigned to any law includes any amendment or modification each term defined herein shall be equally applicable to both the singular and the plural forms of such lawterm, and words denoting any gender shall include all genders. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (d) A reference to any Person includes its permitted Party to this Tenancy Agreement or any other agreement or document shall include such Party’s successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned A reference to them by GAAP applied on a consistent basis by the accounting entity any legislation or to which they referany provision of any legislation shall include any amendment to, and any modification or re-enactment thereof, any legislative provision substituted therefor and all regulations and statutory instruments issued thereunder or pursuant thereto. (f) The words “include”Parties have participated jointly in the negotiation and drafting of this Tenancy Agreement. In the event an ambiguity or question of intent or interpretation arises, “includes” this Tenancy Agreement shall be construed as if drafted jointly by the Parties, and “including” are not limitingno presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provisions of this Tenancy Agreement. (g) The words “approval” Headings are for convenience only and “approved”, as do not affect the context requires, means an approval in writing given to interpretation of the party seeking approval after full and fair disclosure to the party giving approval provisions of all material facts necessary in order to determine whether approval should be grantedthis Tenancy Agreement. (h) All terms not specifically defined Any Exhibits attached hereto are incorporated herein or by GAAP, which terms are defined in the Uniform Commercial Code reference and shall be considered as in effect in the State part of New York, have the meanings assigned to them thereinthis Tenancy Agreement. (i) Reference to a particular “§”, refers to that section The language in all parts of this Tenancy Agreement unless otherwise indicatedshall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant. (j) The words “herein”If any term, “hereof”condition, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section stipulation, provision, covenant or subdivision undertaking of this Agreement. Tenancy Agreement is or may become under any written Law, or is found by any court or administrative body of competent jurisdiction to be, illegal, void, invalid, prohibited or unenforceable then: (ki) such term, condition, stipulation, provision, covenant or undertaking shall be ineffective to the extent of such illegality, voidness, invalidity, prohibition or unenforceability; (ii) the remaining terms, conditions, stipulations, provisions, covenants or undertaking of this Tenancy Agreement shall remain in full force and effect; and (iii) the Parties shall use their respective best endeavors to negotiate and agree a substitute term, condition, stipulation, provision, covenant or undertaking which is valid and enforceable and achieves to the greatest extent possible the economic, legal and commercial objectives of such illegal, void, invalid, prohibited or unenforceable term, condition, stipulation, provision, covenant or undertaking. In the event that the automatic extensions contemplated by Section 3 of any change in generally accepted accounting principles after this Tenancy Agreement are not enforceable, the date hereof Parties agree to take such action to extend the Initial Tenancy Term as herein provided or any other change in accounting procedures pursuant to §7.3 which would affect immediately enter into a new tenancy agreement on the computation of any financial covenant, ratio or other requirement same terms and conditions as set forth in any Loan Documentherein, then upon the request of Borrowers or Agent, the Borrowers, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions effective as of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions expiration of the Borrowers as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurredInitial Tenancy Term.

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement. (k) In the event of any change in generally accepted accounting principles GAAP after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of Borrowers the Borrower or the Agent, the BorrowersBorrower, the Guarantors, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers Borrower and the Guarantors as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the BorrowersBorrower, the Guarantors, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurred. (l) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification ▇▇▇-▇▇-▇▇ (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the REIT or any of its Subsidiaries at “fair value”, as defined therein, (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof (m) To the extent that any of the representations and warranties contained in this Agreement or any other Loan Document is qualified by “Material Adverse Effect” or any other materiality qualifier, then any further qualifier as to representations and warranties being true and correct “in all material respects” contained elsewhere in the Loan Documents shall not apply with respect to any such representations and warranties. (n) Notwithstanding the terms of the definitions of Consolidated EBITDA, Consolidated Fixed Charges, Consolidated Interest Expense, Consolidated Total Adjusted Asset Value, Consolidated Total Indebtedness, EBITDA, Funds from Operations, and Interest Expense, when determining any results under such definitions which are to be done on a Consolidated Basis, the results of any DSTs or non-Wholly-Owned Subsidiaries shall not be Consolidated but only the REIT’s Equity Percentage of such Persons shall be included.

Rules of Interpretation. (a) A reference Unless otherwise defined or specified herein or therein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to any document or agreement be delivered hereunder shall include such document or agreement be prepared, in accordance with GAAP as amended, modified or supplemented in effect from time to time in accordance with its terms and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP time, applied on a consistent basis (except for such changes approved by the accounting entity to which they refer. (fRequired Lenders in writing) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as with the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to Annual Financial Statements. If at any particular section or subdivision of this Agreement. (k) In the event of time any change in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which GAAP would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon and either the request of Borrowers Borrower or Agentthe Required Lenders shall so request, the Borrowers, the Agent Lenders and the Lenders Borrower shall negotiate promptly, diligently and in good faith in order to amend such ratio or requirement to preserve the provisions original intent thereof in light of such change in GAAP (subject to the approval of the Loan Documents Required Lenders); provided that, until so amended (or if the parties fail to agree on the amendment of such that provisions), (i) such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers as be computed in effect accordance with GAAP prior to such accounting change, as determined by change therein and (ii) the Required Borrower shall provide to the Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to be delivered under such change in GAAP. (b) Unless the context requires otherwise or such term is otherwise defined herein, each term defined in Articles 1, 8 or 9 of the UCC shall have the meaning given therein. (c) The headings, subheadings and table of contents used herein or in any other Loan Document are solely for convenience of reference and shall not constitute a part of any such document or affect the meaning, construction or effect of any provision thereof. (d) Except as otherwise expressly provided, references in any Loan Document to articles, sections, paragraphs, clauses, annexes, appendices, exhibits and schedules are references to articles, sections, paragraphs, clauses, annexes, appendices, exhibits and schedules in or to such Loan Document. (e) All definitions set forth herein or in any other Loan Document shall apply to the singular as well as the plural form of such defined term, and all references to the masculine gender shall include reference to the feminine or neuter gender, and vice versa, as the context may require. (f) Each of the parties to the Loan Documents and their counsel have reviewed and revised, or requested (or had the opportunity to request) revisions to, the Loan Documents, and any rule of construction that ambiguities are to be resolved against the drafting party shall be calculated inapplicable in the construing and reported interpretation of the Loan Documents and all exhibits, schedules and appendices thereto. (g) Any definition of or reference to any agreement, instrument or other document (including any organizational document) shall; unless otherwise expressly stated herein, be construed as if referring to such change had not occurredagreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document).

Rules of Interpretation. (a) A reference All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. All accounting terms used herein and not expressly defined herein shall have the meanings given to any document or agreement them under, and all accounting determinations hereunder shall include such document or agreement as amended, modified or supplemented from time to time be made in accordance with its terms and the terms with, GAAP. Unless otherwise specified, all references herein to “Articles,” “Sections,” “Exhibits,” “Annexes” or “Schedules” are to Articles, Sections, Exhibits, Annexes or Schedules of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) . The words “include”, ,” “includes” and “including” are not limitingshall be deemed to be followed by the phrase “without limitation. (g) ” The words “approvalhereof,” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, ,” “hereunder” and “herewith” and words of like similar import shall shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular section or subdivision provision of this Agreement. (k) In . “Shall” and “will” mean “must,” and shall and will have equal force and effect and express an obligation. “Writing,” “written” and comparable terms refer to printing, typing, and other means of reproducing in a visible form. The table of contents and headings, titles and captions contained in this Agreement are for reference purposes only and shall not affect in any way the event meaning or interpretation of this Agreement. References herein to this Agreement mean this Agreement as from time to time amended, modified or supplemented, including by waiver or consent. Any agreement or instrument defined or referred to herein or in any change agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent. Any reference to an Applicable Law herein shall include any amendment thereof or any successor thereto and any Regulations promulgated thereunder. References to a Person are also to its permitted successors and assigns. Each Party acknowledges that this Agreement was negotiated by it with the benefit of representation by legal counsel, and any rule of construction or interpretation otherwise requiring this Agreement to be construed or interpreted against any Party shall not apply to any construction or interpretation hereof. References in generally accepted accounting principles after this Agreement to “consistent with past practice” shall mean consistent with past practice including as to time, frequency and amount. References in this Agreement to “consummation of an IPO” shall mean the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of Borrowers or Agent, the Borrowers, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions consummation of the Loan Documents such that such financial covenant, ratio or other requirement shall continue IPO without giving effect to provide substantially the same financial tests or restrictions of the Borrowers as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurredany over-allotment option.

Rules of Interpretation. (a) A reference to any document or agreement Unless expressly provided for elsewhere in this Agreement, this Agreement shall include such document or agreement as amended, modified or supplemented from time to time be interpreted in accordance with its terms and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein.following provisions: (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The the words “this Agreement,” “herein”, ,” “hereby,” “hereunder,” “hereof”, “hereunder,” and other equivalent words of like import shall refer to this Agreement as a whole an entirety and not solely to any the particular section portion, article, section, subsection or other subdivision of this Agreement.Agreement in which any such word is used; (kii) In the event word “including” and its derivatives mean “including without limitation” and are terms of any change illustration and not of limitation; (iii) all definitions set forth herein shall be deemed applicable whether the words defined are used herein in generally accepted accounting principles the singular or in the plural and correlative forms of defined terms shall have corresponding meanings; (iv) the word “or” is not exclusive, and has the inclusive meaning represented by the phrase “and/or”; (v) a defined term has its defined meaning throughout this Agreement and each exhibit and schedule to this Agreement, regardless of whether it appears before or after the date place where it is defined; (vi) all references to prices, values or monetary amounts refer to United States dollars; (vii) wherever used herein, any pronoun or pronouns shall be deemed to include both the singular and plural and to cover all genders; (viii) the Transaction Documents have been jointly prepared by the parties thereto, and no Transaction Document shall be construed against any Person as the principal draftsperson hereof or thereof, and no consideration may be given to any other change fact or presumption that any Party had a greater or lesser hand in accounting procedures pursuant to §7.3 which would affect drafting any Transaction Document; (ix) the computation captions of any financial covenantthe articles, ratio sections or other requirement set forth subsections appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section, or in any Loan Documentway affect this Agreement; (x) any references herein to a particular Section, then upon Article, Exhibit or Schedule means a Section or Article of, or an Exhibit or Schedule to, this Agreement unless otherwise expressly stated herein; (xi) the request Exhibits and Schedules attached hereto are incorporated herein by reference and shall be considered part of Borrowers or Agentthis Agreement; (xii) unless otherwise specified herein, the Borrowers, the Agent and the Lenders all accounting terms used herein shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirementsbe interpreted, and all financial statements determinations with respect to accounting matters hereunder shall be made, in accordance with GAAP, applied on a consistent basis; (xiii) all references to days shall mean calendar days unless otherwise provided; (xiv) all references to time shall mean Austin, Texas time; (xv) references to any Person shall include such Person’s successors and other documents required permitted assigns; and (xvi) any references to a Person that will be party to a Transaction Document includes any Person that is contemplated hereunder to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurredparty to a Transaction Document.

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New YorkGeorgia, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement. (k) In the event of any change in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of Borrowers the Borrower, Guarantors or Agent, the BorrowersBorrower, the Guarantors, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers Borrower and the Guarantors as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the BorrowersBorrower, the Guarantors, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurred. (l) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification ▇▇▇-▇▇-▇▇ (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Parent Company or any of its Subsidiaries at “fair value”, as defined therein, (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (iii) in a manner such that any obligations relating to a lease that was accounted for by a Person as an operating lease as of the Closing Date and any similar lease entered into after the date of this Agreement by such Person shall be accounted for as obligations relating to an operating lease under GAAP as in effect on the Closing Date.

Rules of Interpretation. (a) A reference to Whenever the context may require, any document pronoun used in this Agreement includes the corresponding masculine, feminine, or agreement shall include such document or agreement as amendedneuter forms, modified or supplemented from time to time in accordance with its terms and the terms singular form of this Agreementnouns, pronouns, and verbs include the plural and vice versa. (b) The singular includes As used in this Agreement, accounting terms not defined in this Agreement shall have the plural and respective meanings given to them under generally accepted accounting principles in the plural includes the singularUnited States of America. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includeshereof,” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, ,” “hereunder,” and words of like import similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular section provision of this Agreement. Except as expressly set forth herein, a reference to a Section, an Article, an Exhibit or subdivision of a Schedule means a Section in, an Article of, an Exhibit to or a Schedule to, this Agreement. (kd) In The terms “include,” “includes” and “including” shall be construed as followed by the event words “without limitation.” (e) The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. (f) Any agreement, instrument or Applicable Law defined or referred to herein (or provision thereof) means such agreement, instrument or Applicable Law (or provision thereof) as from time to time amended, supplemented or otherwise modified and includes references to all attachments thereto and provisions incorporated therein. (g) Any references to a Person are also to its successors and permitted assigns and, in the case of any change in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of Borrowers or Agent, the Borrowers, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan DocumentsGovernmental Authority, shall be calculated construed as including a reference to any Governmental Authority succeeding to its functions and reported as if capacities. (h) The descriptive headings of all Articles and Sections of this Agreement are formulated and used for convenience only and are not be deemed to affect the meaning or construction of any such change had not occurredArticle or Section. (i) All Exhibits, Appendices and Schedules attached hereto are incorporated herein and made a part hereof.

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement. (k) In the event of any change in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 Accounting Change which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of Borrowers Borrower or Agent, the BorrowersBorrower, the Guarantors, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers Borrower and the Guarantors as in effect prior to such accounting changeAccounting Change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the BorrowersBorrower, Guarantors, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change Accounting Change had not occurred. For purposes of this clause (k), “Accounting Change” shall mean any change in generally accepted accounting principles after the date hereof, including any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC, or any other change in accounting procedures pursuant to §7.3.

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be grantedapproval. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement. (k) The words “the date hereof” or words of like import shall mean the date that this Agreement is fully executed by all parties. (l) In the event of any change in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of the Borrowers or Agent, the Borrowers, the Borrowers and Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers as in effect prior to such accounting change, as determined by the Required Lenders Parent Borrower and Agent in their good faith judgmentfaith. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent Borrowers and the Required LendersAgent, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurred. (m) For purposes of this Agreement, “knowledge” of any Loan Party or any Loan Party “becoming aware” or other language of similar import means, with respect to any matter, the actual knowledge of any Responsible Officer.

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Credit Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of to such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (hf) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein, with the term “instrument” being that defined under Article 9 of the Uniform Commercial Code. (ig) Reference to a particular “§”, ” refers to that section of this Credit Agreement unless otherwise indicated. (jh) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Credit Agreement as a whole and not to any particular section or subdivision of this Credit Agreement. (i) Unless otherwise expressly indicated, 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.” (j) This Credit Agreement and the other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters. All such limitations, tests and measurements are, however, cumulative and are to be performed in accordance with the terms thereof. (k) In This Credit Agreement and the event other Loan Documents are the result of any change in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenantnegotiation among, ratio or other requirement set forth in any Loan Documentand have been reviewed by counsel to, then upon the request of Borrowers or Agentamong others, the Borrowers, the Administrative Agent and the Lenders shall negotiate promptlyBorrowers and are the product of discussions and negotiations among all parties. Accordingly, diligently this Credit Agreement and in good faith in order the other Loan Documents are not intended to amend be construed against the provisions Administrative Agent or any of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions Lenders merely on account of the Borrowers as Administrative Agent’s or any Lender’s involvement in effect prior to the preparation of such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurreddocuments.

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement. (k) In the event of any change in generally accepted accounting principles GAAP after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of Borrowers the Borrower or Agent, the BorrowersBorrower, the Guarantors, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers Borrower and the Guarantors as in effect prior to such accounting change, as determined by the Required Majority Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the BorrowersBorrower, the Guarantors, the Agent and the Required Majority Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurred. (l) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification ▇▇▇-▇▇-▇▇ (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of a Borrower or any of its Subsidiaries at “fair value”, as defined therein, (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. (m) To the extent that any of the representations and warranties contained in this Agreement or any other Loan Document is qualified by “Material Adverse Effect” or any other materiality qualifier, then the qualifier “in all material respects” contained in Sections §2.12(a)(iv), §2.13(c)(iii), §5.3(e), §10.9 and §11.2 shall not apply solely with respect to any such representations and warranties.

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Credit Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of to such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein, with the term “instrument” being that defined under Article 9 of the Uniform Commercial Code. (ih) Reference to a particular “§”, ” refers to that section of this Credit Agreement unless otherwise indicated. (ji) The words “herein”, “hereof”’, “hereunder” and words of like import shall refer to this Credit Agreement as a whole and not to any particular section or subdivision of this Credit Agreement. (kj) In the event of any change Unless otherwise expressly indicated, in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request periods of Borrowers or Agenttime from a specified date to a later specified date, the Borrowersword “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.” (k) This Credit Agreement and the other Loan Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Administrative Agent and the Lenders shall negotiate promptlyBorrower and are the product of discussions and negotiations among all parties. Accordingly, diligently this Credit Agreement and in good faith in order the other Loan Documents are not intended to amend be construed against the provisions Administrative Agent or any of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions Lenders merely on account of the Borrowers as Administrative Agent’s or any Lender’s involvement in the preparation of such documents. (l) Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect prior at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such accounting changeLetter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, as determined whether or not such maximum stated amount is in effect at such time. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the “International Standby Practices 1998” (ISP) published by the Required Lenders Institute of International Banking Law & Practice (or such later version thereof as may be in their good faith judgment. Until such effect at the time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lendersof issuance), such financial covenants, ratio and other requirements, and all financial statements and other documents required Letter of Credit shall be deemed to be delivered under “outstanding” in the Loan Documents, shall amount so remaining available to be calculated and reported as if such change had not occurreddrawn.

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assignsassigns , and in the event the Borrower, any Guarantor or any of their respective Subsidiaries is a limited liability company and shall undertake an LLC Division (any such LLC Division being a violation of this Agreement), shall be deemed to include each limited liability company resulting from any such LLC Division. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement. (k) In the event of any change in generally accepted accounting principles GAAP after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of Borrowers the Borrower or the Agent, the BorrowersBorrower, the Guarantors, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers Borrower and the Guarantors as in effect prior to such accounting change, as determined by the Required Majority Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the BorrowersBorrower, the Guarantors, the Agent and the Required Majority Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurred. (l) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 8▇▇-▇▇-▇▇ (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any of its Subsidiaries at “fair value”, as defined therein, (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof, and (iii) without giving effect to any change in accounting for leases (X) pursuant to GAAP resulting from the implementation of Financial Accounting Standards Board ASU No. 2016-02, Leases (Topic 842), or (Y) other changes to GAAP taking effect after the Closing Date, in each case, to the extent such adoption would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) would not have been required to be so treated under GAAP as in effect immediately prior to the effectiveness of such change. (m) To the extent that any of the representations and warranties contained in this Agreement or any other Loan Document is qualified by “Material Adverse Effect” or any other materiality qualifier, then the qualifier “in all material respects” contained in §§2.12(a)(iv), 2.13(c)(iii), 7.20(a)(ii), 10.8 and 11.2 shall not apply with respect to any such representations and warranties.

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and or the terms of this Reimbursement and Pledge Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of to such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein, with the term “instrument” being that defined under Article 9 of the Uniform Commercial Code. (ih) Reference to a particular “§”, ” refers to that section of this Reimbursement and Pledge Agreement unless otherwise indicated. (ji) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Reimbursement and Pledge Agreement as a whole and not to any particular section or subdivision of this Reimbursement and Pledge Agreement. (kj) In the event of any change Unless otherwise expressly indicated, in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenantperiods of time from a specified date to a later specified date, ratio 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.” (k) This Reimbursement and Pledge Agreement may use several different limitations, tests or other requirement set forth measurements to regulate the same or similar matters. All such limitations, tests and measurements are, however, cumulative and are to be performed in any Loan Documentaccordance with the terms thereof. (l) This Reimbursement and Pledge Agreement is the result of negotiation among, then upon and has been reviewed by counsel to, among others, the request Administrative Agent and the Borrower and is the product of Borrowers or discussions and negotiations among all parties. Accordingly, this Reimbursement and Pledge Agreement is not intended to be construed against the Administrative Agent, the BorrowersBorrower, the Agent and Fronting Bank, the LC Administrator or any of the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions merely on account of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the BorrowersAdministrative Agent’s, the Agent and Borrower’s, the Required LendersFronting Bank’s, the LC Administrator’s or any Lender’s involvement in the preparation of such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurreddocuments.

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, ,” “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement. (k) In the event of any change in generally accepted accounting principles GAAP after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of Borrowers the Borrower or Agent, the BorrowersBorrower, the Guarantors, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers Borrower and the Guarantors as in effect prior to such accounting change, as determined by the Required Majority Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the BorrowersBorrower, the Guarantors, the Agent and the Required Majority Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurred. (l) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification ▇▇▇-▇▇-▇▇ (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of a Borrower or any of its Subsidiaries at “fair value”, as defined therein, (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof (m) To the extent that any of the representations and warranties contained in this Agreement or any other Loan Document is qualified by “Material Adverse Effect” or any other materiality qualifier, then the qualifier “in all material respects” contained in Sections §2.12(a)(iv), §2.13(c)(iii), §5.3(e), §10.9 and §11.2 shall not apply solely with respect to any such representations and warranties.

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be grantedapproval. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement. (k) The words “the date hereof” or words of like import shall mean the date that this Agreement is fully executed by all parties. (l) In the event of any change in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of Borrowers Borrower or Agent, the Borrowers, the Borrower and Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers Borrower as in effect prior to such accounting change, as determined by the Required Lenders Borrower and Agent in their good faith judgmentfaith. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent Borrower and the Required LendersAgent, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurred. (m) For purposes of this Agreement, “knowledge” of any Loan Party or any Loan Party “becoming aware” or other language of similar import means, with respect to any matter, the actual knowledge of any Responsible Officer.

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement. (k) In the event of any change in generally accepted accounting principles GAAP after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of Borrowers the Borrower or Agent, the BorrowersBorrower, the Guarantors, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers Borrower and the Guarantors as in effect prior to such accounting change, as determined by the Required Majority Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the BorrowersBorrower, the Guarantors, the Agent and the Required Majority Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurred. (l) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification ▇▇▇-▇▇-▇▇ (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of a Borrower or any of its Subsidiaries at “fair value”, as defined therein, (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof (m) To the extent that any of the representations and warranties contained in this Agreement or any other Loan Document is qualified by “Material Adverse Effect” or any other materiality qualifier, then the qualifier “in all material respects” contained in Sections §2.12(a)(iv), §2.13(c)(iii), §5.3(e), §10.9 and §11.2 shall not apply solely with respect to any such representations and warranties.

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of to such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requiresso determines, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New YorkMichigan, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement. (k) In the event of any change in generally accepted accounting principles GAAP after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of Borrowers the Borrower or Agent, the BorrowersBorrower, the Guarantors, the Agent and the Lenders Banks shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers Borrower and the Guarantors as in effect prior to such accounting change, as determined by the Required Lenders Banks in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the BorrowersBorrower, the Guarantors, the Agent and the Required LendersBanks, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurred. (l) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification ▇▇▇-▇▇-▇▇ (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Trust or any of its Subsidiaries at “fair value”, as defined therein, and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof.

Rules of Interpretation. Unless a contrary indication appears, any reference in this Agreement to: (ai) A reference any “Supporting Shareholder”, the “Company” or a “Person” includes its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under this Agreement; (ii) “this Agreement” or similar words refers to this Agreement, together with the Schedules, in its entirety and not to any particular Section, Schedule or portion of it; (iii) “Sections” or “Schedules” are to Sections of, or Schedules to, this Agreement. Section and Schedule headings are for ease of reference only. The definitions established in this Agreement also apply to the Schedules; (iv) any agreement (including this Agreement), document or agreement shall include instrument means such agreement, document or agreement instrument as amended, modified supplemented, modified, varied, restated or supplemented replaced from time to time in accordance with its terms and the terms of such agreement, document or instrument and, unless otherwise specified in such agreement, document or instrument (or in this Agreement. ) includes all schedules and addendums thereto; (bv) The singular any Law includes all applicable rules, regulations and Orders adopted or made thereunder and all statues or other Laws amending, enhancing, restating, consolidating or replacing the plural and statute or Law referred to; (vi) wherever the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and or “including” (and analogous terms) are used in this Agreement, they shall be deemed to be followed by the words “without limitation” and the words following “include”, “includes” or “including” shall not limiting. be considered to set out an exhaustive list; (gvii) whenever the term “best efforts” or “commercially reasonable efforts” is used, such efforts shall not include any obligation to incur substantial or extraordinary expense or liability; (viii) The words “approvalhereof,” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular hereto,” “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words hereby,” “herein”, “hereof”, ,” “hereunder” and similar words of like import shall refer to this Agreement as a whole and not to any particular section provision of this Agreement; (ix) references to any period of time refer to the number of calendar days, unless expressly stated to be counted in Business Days. Whenever the expiration of a term falls on a day that is not a Business Day the term will be automatically extended to the subsequent Business Day. The provisions of Article 132 of the Brazilian Civil Code shall govern the counting of terms hereunder; (x) if any payment is required to be made or subdivision other action (including the giving of notice) is required to be taken pursuant to this Agreement on a day which is not a Business Day, then such payment or action shall be considered to have been made or taken in compliance with this Agreement if made or taken on the next succeeding Business Day; and (xi) this Agreement is the result of negotiations among, and has been reviewed by counsel to the Parties, and is the work product of all such Persons. Accordingly, no term of this Agreement shall be construed against any Party merely because of any such Person’s involvement in the preparation of this Agreement. (k) In the event of any change in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of Borrowers or Agent, the Borrowers, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurred.

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, restated, modified or supplemented from time to time in accordance with its terms and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be grantedapproval. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement. (k) The words “the date hereof” or words of like import shall mean the date that this Agreement is fully executed by all parties. (l) In the event of any change in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of Borrowers Borrower or Agent, the Borrowers, Borrower and the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers Borrower as in effect prior to such accounting change, as determined by the Required Lenders Agent in their its good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent Borrower and the Required LendersAgent, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurred. (m) To the extent that any of the representations and warranties contained in this Agreement or any other Loan Document is qualified by “Material Adverse Effect” or any other materiality qualifier, then any further qualifier as to representations and warranties being true and correct “in all material respects” contained elsewhere in the Loan Documents shall not apply with respect to any such representations and warranties.

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Loan Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of to such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein, with the term “instrument” being that defined under Article 9 of the Uniform Commercial Code. (ih) Reference to a particular “§”, ” refers to that section of this Loan Agreement unless otherwise indicated. (ji) The words “herein”, “hereof”’, “hereunder” and words of like import shall refer to this Loan Agreement as a whole and not to any particular section or subdivision of this Loan Agreement. (kj) In the event of any change Unless otherwise expressly indicated, in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request periods of Borrowers or Agenttime from a specified date to a later specified date, the Borrowersword “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.” (k) This Loan Agreement and the other Loan Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Administrative Agent and the Lenders shall negotiate promptlyBorrower and are the product of discussions and negotiations among all parties. Accordingly, diligently this Loan Agreement and in good faith in order the other Loan Documents are not intended to amend be construed against the provisions Administrative Agent or any of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions Lenders merely on account of the Borrowers as Administrative Agent’s or any Lender’s involvement in effect prior to the preparation of such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurreddocuments.

Rules of Interpretation. (a) A Unless otherwise indicated, any reference to any document agreement or instrument will be deemed to include a reference to that agreement shall include such document or agreement instrument as assigned, amended, supplemented, amended and restated, or otherwise modified or supplemented and in effect from time to time or replaced in accordance with its terms and the terms of such agreement or instrument and this Agreement. (b) The singular includes use in this Agreement or any of the plural other Parity Lien Security Documents of the word “include” or “including,” when following any general statement, term or matter, will not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but will be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The word “will” shall be construed to have the same meaning and effect as the plural includes the singularword “shall.” (c) A reference References to any law includes any amendment or modification “Sections,” “clauses,” “recitals” and the “preamble” will be to Sections, clauses, recitals and the preamble, respectively, of such lawthis Agreement unless otherwise specifically provided. References to “Articles” will be to Articles of this Agreement unless otherwise specifically provided. References to “Exhibits” and “Schedules” will be to Exhibits and Schedules, respectively, to this Agreement unless otherwise specifically provided. (d) A Notwithstanding anything to the contrary in this Agreement, any references contained herein to any section, clause, paragraph, definition or other provision of any Parity Lien Document (including any definition contained therein) shall be deemed to be a reference to such section, clause, paragraph, definition or other provision as in effect on the date of this Agreement; provided that, unless otherwise set forth herein, any reference to any Person includes its permitted successors such section, clause, paragraph or other provision shall refer to such section, clause, paragraph or other provision of such Parity Lien Document (including any definition contained therein) as amended or modified from time to time if such amendment or modification has been made in accordance with such Parity Lien Document and permitted assignsthis Agreement. (e) Accounting terms not otherwise defined herein have This Agreement and the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given other Parity Lien Security Documents will be construed without regard to the party seeking approval after full and fair disclosure to identity of the party giving approval who drafted it and as though the parties participated equally in drafting it. Consequently, each of all material facts necessary in order the parties acknowledges and agrees that any rule of construction that a document is to determine whether approval should be granted. (h) All terms construed against the drafting party will not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer be applicable either to this Agreement as a whole and not to any particular section or subdivision of this Agreementthe other Parity Lien Security Documents. (k) In the event of any change in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of Borrowers or Agent, the Borrowers, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurred.

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement. (k) In the event of any change in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of Borrowers Borrower or Agent, the BorrowersBorrower, the Guarantors, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers Borrower and the Guarantors as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the BorrowersBorrower, Guarantors, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurred.

Rules of Interpretation. (a) A reference to any document or agreement Unless expressly provided for elsewhere in this Agreement, this Agreement shall include such document or agreement as amended, modified or supplemented from time to time be interpreted in accordance with its terms and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein.following provisions: (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The the words “this Agreement,” “herein”, ,” “hereby,” “hereunder,” “hereof”, “hereunder,” and other equivalent words of like import shall refer to this Agreement as a whole an entirety and not solely to any the particular section portion, article, section, subsection or other subdivision of this Agreement.Agreement in which any such word is used; (kii) In the event word “including” and its derivatives mean “including without limitation” and are terms of any change illustration and not of limitation; (iii) all definitions set forth herein shall be deemed applicable whether the words defined are used herein in generally accepted accounting principles the singular or in the plural and correlative forms of defined terms shall have corresponding meanings; (iv) the word “or” is not exclusive, and has the inclusive meaning represented by the phrase “and/or”; (v) a defined term has its defined meaning throughout this Agreement and each Exhibit and Schedule to this Agreement, regardless of whether it appears before or after the date place where it is defined; (vi) all references to prices, values or monetary amounts refer to United States dollars; (vii) wherever used herein, any pronoun or pronouns shall be deemed to include both the singular and plural and to cover all genders; (viii) the Transaction Documents have been jointly prepared by the parties thereto, and no Transaction Document shall be construed against any Person as the principal draftsperson hereof or thereof, and no consideration may be given to any other change fact or presumption that any Party had a greater or lesser hand in accounting procedures pursuant to §7.3 which would affect drafting any Transaction Document; (ix) the computation captions of any financial covenantthe articles, ratio sections or other requirement set forth subsections appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section, or in any Loan Documentway affect this Agreement; (x) any references herein to a particular Section, then upon Article, Exhibit or Schedule means a Section or Article of, or an Exhibit or Schedule to, this Agreement unless otherwise expressly stated herein; (xi) the request Exhibits and Schedules attached hereto are incorporated herein by reference and shall be considered part of Borrowers or Agentthis Agreement; (xii) unless otherwise specified herein, the Borrowers, the Agent and the Lenders all accounting terms used herein shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirementsbe interpreted, and all financial statements determinations with respect to accounting matters hereunder shall be made, in accordance with GAAP, applied on a consistent basis; (xiii) all references to days shall mean calendar days unless otherwise provided; (xiv) all references to time shall mean Austin, Texas time; (xv) references to any Person shall include such Person’s successors and other documents required permitted assigns; and (xvi) any references to a Person that will be party to a Transaction Document includes any Person that is contemplated hereunder to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurredparty to a Transaction Document.

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time All terms used in accordance with its terms this Agreement that are defined in Article 9 of the UCC and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by in Article 9 of the accounting entity to which they referUCC. (fb) The words “include”Unless otherwise indicated, “includes” any reference to any agreement or instrument will be deemed to include a reference to that agreement or instrument as assigned, amended, supplemented, amended and “including” are not limiting. (g) The words “approval” restated, or otherwise modified and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect from time to time or replaced in accordance with the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision terms of this Agreement. (kc) In The use in this Agreement or any of the event other Security Documents or Priority Lien Security Documents of the word “include” or “including,” when following any change general statement, term or matter, will not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not nonlimiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but will be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The word “will” shall be construed to have the same meaning and effect as the word “shall.” (d) References to “Sections,” “clauses,” “recitals” and the “preamble” will be to Sections, clauses, recitals and the preamble, respectively, of this Agreement unless otherwise specifically provided. References to “Articles” will be to Articles of this Agreement unless otherwise specifically provided. References to “Exhibits” and “Schedules” will be to Exhibits and Schedules, respectively, to this Agreement unless otherwise specifically provided. (e) Notwithstanding anything to the contrary in generally accepted accounting principles after this Agreement, any references contained herein to any section, clause, paragraph, definition or other provision of the Indenture (including any definition contained therein) shall be deemed to be a reference to such section, clause, paragraph, definition or other provision as in effect on the date hereof or of this Agreement; provided, that any other change in accounting procedures pursuant reference to §7.3 which would affect the computation of any financial covenantsuch section, ratio clause, paragraph or other requirement set forth provision shall refer to such section, clause, paragraph or other provision of the Indenture (including any definition contained therein) as amended or modified from time to time if such amendment or modification has been (1) made in any Loan Documentaccordance with the Indenture and (2) prior to the Discharge of Priority Lien Obligations, then upon approved in a writing delivered to the request of Borrowers or AgentTrustee, the Borrowers, the Priority Lien Collateral Agent and the Lenders shall negotiate promptlyCollateral Agent by, diligently and in good faith in order to amend or on behalf of, the provisions requisite holders of Priority Lien Obligations as are needed (if any) under the terms of the Loan applicable Priority Lien Documents to approve such that such financial covenantamendment or modification. (f) This Agreement, ratio or other requirement shall continue the Security Documents and the Priority Lien Security Documents will be construed without regard to provide substantially the same financial tests or restrictions identity of the Borrowers party who drafted it and as though the parties participated equally in effect prior to such accounting changedrafting it. Consequently, as determined by each of the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed parties acknowledges and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required agrees that any rule of construction that a document is to be delivered under construed against the Loan drafting party will not be applicable to this Agreement or the other Security Documents or Priority Lien Security Documents, shall be calculated and reported as if such change had not occurred.

Rules of Interpretation. The table of contents and the section and other headings and subheadings contained in this Agreement and the exhibits hereto are solely for the purpose of reference, are not part of the agreement of the parties, and will not in any way affect the meaning or interpretation of this Agreement or any Exhibit hereto. All references to days (aexcluding Business Days) A or months will be deemed references to calendar days or months. All references to “$” will be deemed references to United States dollars. Unless the context of this Agreement otherwise expressly requires, any reference to any document a “Section,” “Exhibit,” or agreement shall include such document or agreement as amended, modified or supplemented from time “Schedule” will be deemed to time in accordance with its terms and the terms refer to a section of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference , an exhibit to any law includes any amendment this Agreement or modification of such law. (d) A reference a schedule to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”this Agreement, as applicable. Unless the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. this Agreement otherwise clearly requires (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The the words “hereof,” “herein”, “hereof”, ” and “hereunder” and words of like similar import shall referring to this Agreement refer to this Agreement as a whole and not to any particular section or subdivision provision of this Agreement. ; (kii) In the event word “including” or any variation thereof means “including, without limitation” and will not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it; (iii) any reference to any federal, state, local or foreign statute or other Law will be deemed also to refer to all rules and regulations promulgated thereunder; (iv) all terms defined in this Agreement will have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (v) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term; (vi) references herein to a Person in a particular capacity or capacities shall exclude such Person in any other capacity; (vii) with respect to the determination of any change period of time, the word “from” or “since” means “from and including” or “since and including,” as applicable, and the words “to” and “until” each means “to and including”; (viii) references herein to any contract means such contract as amended, supplemented or modified (including any waiver thereto) in generally accepted accounting principles after accordance with the terms thereof as of the applicable date hereof or any other change in accounting procedures pursuant to §7.3 which would affect of determination; (ix) if the computation last day for the giving of any financial covenant, ratio notice or other requirement set forth in the performance of any Loan Documentact required or permitted under this Agreement is a day that is not a Business Day, then upon the request time for the giving of Borrowers such notice or Agentthe performance of such action shall be extended to the next succeeding Business Day; (x) references in this Agreement to a particular law means such law as amended, the Borrowersmodified, the Agent supplemented or succeeded, from time to time and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions as of the Loan Documents such that such financial covenant, ratio or other requirement shall continue applicable date of determination; (xi) “to provide substantially the same financial tests or restrictions of extent” means the Borrowers as in effect prior degree to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed which and delivered by the Borrowers, the Agent not simply “if”; and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had (xii) “or” is disjunctive but not occurredexclusive.

Rules of Interpretation. Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation apply: (a) A Unless otherwise expressly indicated, any reference in this Agreement to any document an “Exhibit” or agreement shall include such document “Schedule” refers to an Exhibit or agreement Schedule to this Agreement. The Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof as amended, modified or supplemented from time to time if set forth in accordance with its terms full herein and the terms are an integral part of this Agreement. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein are defined as set forth in this Agreement. In the event of conflict or inconsistency, this Agreement shall prevail over any Exhibit or Schedule. (b) The Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine, and neuter, and the singular includes the plural plural, and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words such as “include”, herein,” “includeshereinafter,” “hereof,” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement (including the Exhibits and Schedules to this Agreement) as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires. The word “including” or any variation thereof means “including, without limitation” and does not limit any general statement that it follows to the specific or similar items or matters immediately following it. A reference to any particular section Party or subdivision of this Agreement. (k) In the event to any party to any other agreement or document shall include such Party’s or party’s, as applicable, successors and permitted assigns. A reference to any legislation or to any provision of any change in generally accepted accounting principles after the date hereof legislation shall include any amendment thereto, and any modification or reenactment thereof, any other change in accounting procedures legislative provision substituted therefor and all regulations and statutory instruments issued thereunder or pursuant thereto. A reference to §7.3 which would affect the computation any agreement shall include any amendment, supplement, or modification of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of Borrowers or Agent, the Borrowers, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers agreement as in effect prior as of the applicable time. Any reference to such accounting change, as determined by the Required Lenders “days” shall mean calendar days unless Business Days are expressly specified. Currency amounts referenced in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurredthis Agreement are in U.S. Dollars.

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time All terms used in accordance with its terms this Agreement that are defined in Article 9 of the UCC and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by in Article 9 of the accounting entity to which they referUCC. (fb) The words “include”Unless otherwise indicated, “includes” any reference to any agreement or instrument will be deemed to include a reference to that agreement or instrument as assigned, amended, supplemented, amended and “including” are not limiting. (g) The words “approval” restated, or otherwise modified and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect from time to time or replaced in accordance with the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision terms of this Agreement. (kc) In The use in this Agreement or any of the event other Security Documents or Priority Lien Security Documents of the word "include" or "including," when following any change general statement, term or matter, will not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not nonlimiting language (such as "without limitation" or "but not limited to" or words of similar import) is used with reference thereto, but will be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The word "will" shall be construed to have the same meaning and effect as the word "shall." (d) References to "Sections," "clauses," "recitals" and the "preamble" will be to Sections, clauses, recitals and the preamble, respectively, of this Agreement unless otherwise specifically provided. References to "Articles" will be to Articles of this Agreement unless otherwise specifically provided. References to "Exhibits" and "Schedules" will be to Exhibits and Schedules, respectively, to this Agreement unless otherwise specifically provided. (e) Notwithstanding anything to the contrary in generally accepted accounting principles after this Agreement, any references contained herein to any section, clause, paragraph, definition or other provision of the Indenture (including any definition contained therein) shall be deemed to be a reference to such section, clause, paragraph, definition or other provision as in effect on the date hereof or of this Agreement; provided, that any other change in accounting procedures pursuant reference to §7.3 which would affect the computation of any financial covenantsuch section, ratio clause, paragraph or other requirement set forth provision shall refer to such section, clause, paragraph or other provision of the Indenture (including any definition contained therein) as amended or modified from time to time if such amendment or modification has been (1) made in any Loan Documentaccordance with the Indenture and (2) prior to the Discharge of Priority Lien Obligations, then upon approved in a writing delivered to the request of Borrowers or AgentTrustee, the Borrowers, the Priority Lien Collateral Agent and the Lenders shall negotiate promptlyCollateral Agent by, diligently and in good faith in order to amend or on behalf of, the provisions requisite holders of Priority Lien Obligations as are needed (if any) under the terms of the Loan applicable Priority Lien Documents to approve such that such financial covenantamendment or modification. (f) This Agreement, ratio or other requirement shall continue the Security Documents and the Priority Lien Security Documents will be construed without regard to provide substantially the same financial tests or restrictions identity of the Borrowers party who drafted it and as though the parties participated equally in effect prior to such accounting changedrafting it. Consequently, as determined by each of the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed parties acknowledges and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required agrees that any rule of construction that a document is to be delivered under construed against the Loan drafting party will not be applicable to this Agreement or the other Security Documents or Priority Lien Security Documents, shall be calculated and reported as if such change had not occurred.

Rules of Interpretation. (a) A All accounting terms not specifically defined herein shall have the meanings assigned to such terms and shall be interpreted in accordance with GAAP applied on a Consistent Basis; provided that, if the Borrower notifies the Agent that the Borrower wishes to amend any covenant in Article VIII to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Agent notifies the Borrower that the Required Lenders wish to amend Article VIII for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders. (b) Each term defined in Articles 1, 8 or 9 of the New York Uniform Commercial Code shall have the meaning given therein unless otherwise defined herein, except to the extent that the Uniform Commercial Code of another jurisdiction is controlling, in which case such terms shall have the meaning given in the Uniform Commercial Code of the applicable jurisdiction. (c) The headings, subheadings and table of contents used herein or in any other Loan Document are solely for convenience of reference to and shall not constitute a part of any document or agreement shall include such document or affect the meaning, construction or effect of any provision thereof. (d) Except as otherwise expressly provided, references in any Loan Document to articles, sections, paragraphs, clauses, annexes, appendices, exhibits and schedules are references to articles, sections, paragraphs, clauses, annexes, appendices, exhibits and schedules in or to such Loan Document. (e) All definitions set forth herein or in any other Loan Document shall apply to the singular as well as the plural form of such defined term, and all references to the masculine gender shall include reference to the feminine or neuter gender, and vice versa, as the context may require. (f) When used herein or in any other Loan Document, words such as “hereunder”, “hereto”, “hereof” and “herein” and other words of like import shall, unless the context clearly indicates to the contrary, refer to the whole of the applicable document and not to any particular article, section, subsection, paragraph or clause thereof. (g) References to “including” means including without limiting the generality of any description preceding such term, and for purposes hereof the rule of ejusdem generis shall not be applicable to limit a general statement, followed by or referable to an enumeration of specific matters, to matters similar to those specifically mentioned. (h) Except as otherwise expressly provided, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable). (i) Whenever interest rates or fees are established in whole or in part by reference to a numerical percentage expressed as “%”, such arithmetic expression shall be interpreted in accordance with the convention that 1% = 100 basis points. (j) Each of the parties to the Loan Documents and their counsel have reviewed and revised, or requested (or had the opportunity to request) revisions to, the Loan Documents, and any rule of construction that ambiguities are to be resolved against the drafting party shall be inapplicable in the construing and interpretation of the Loan Documents and all exhibits, schedules and appendices thereto. (k) Any reference to an officer of the Borrower or any other Person by reference to the title of such officer shall be deemed to refer to each other officer of such Person, however titled, exercising the same or substantially similar functions. (l) All references to any agreement or document as amended, modified or supplemented, or words of similar effect, shall mean such document or agreement, as the case may be, as amended, modified or supplemented from time to time only as and to the extent permitted therein and in accordance with its terms and the terms of this AgreementLoan Documents. (bm) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of For all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section purposes of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words but not for purposes of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement. (k) In the event of any change in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation preparation of any financial covenantstatements delivered pursuant hereto), ratio or other requirement the equivalent in any Alternative Currency of an amount in Dollars, and the equivalent in Dollars of an amount in any Alternative Currency, shall be determined as set forth in any Loan Document, then upon the request definitions of Borrowers or Agent, the Borrowers, the Agent Dollar Equivalent Amount and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers as in effect prior to such accounting changeAlternative Currency Equivalent Amount, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurredapplicable.

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they referrefer (without giving effect to Accounting Standards Codification 842 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) (and related interpretations) to the extent any lease (or similar arrangement conveying the right to use) would be required to be treated as a finance lease thereunder where such lease (or similar arrangement) would have been treated as an operating lease under GAAP as in effect immediately prior to the effectiveness of the Accounting Standards Codification 842), provided that the Borrower shall provide to the Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made in accordance with GAAP and made without giving effect to Account Standards Codification 842. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement. (k) In For the event purposes of any change in generally accepted accounting principles after calculating the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement covenants set forth in any Loan Document§§9.1-9.4 hereof, then upon Indebtedness shall at all times be valued at the request of Borrowers full stated principal amount thereof. (l) Unless otherwise indicated, all references to time are references to Central time, daylight or Agent, the Borrowers, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers as in effect prior to such accounting changestandard, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and applicable. (m) For all financial statements and other documents required to be delivered purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be calculated deemed to have been transferred from the original Person to the subsequent Person, and reported as (b) if any new Person comes into existence, such change had not occurred.new Person shall be deemed to have been organized on the first date of its existence by the holders of its equity interests at such time

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement. (k) In the event of any change in generally accepted accounting principles GAAP after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of Borrowers the Borrower or Agent, the BorrowersBorrower, the Guarantors, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers Borrower and the Guarantors as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the BorrowersBorrower, the Guarantors, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurred. (l) Notwithstanding anything to the contrary in this Agreement, except for the purposes of the financial statements required to be delivered under §§7.4(a) and (b), wherever a reference is made in this Agreement to a matter being Consolidated in accordance with GAAP or a similar phrase, in lieu of being Consolidated in accordance with GAAP such matter (including any requirement that a calculation of any limitation or covenant be made in accordance with GAAP) shall be presented or calculated, as applicable, based on the pro rata share of the ownership interests of any Person held by REIT, the Borrower and their respective Subsidiaries, such pro rata share of such ownership interests to be based on the right of REIT, the Borrower and their respective Subsidiaries, as applicable, to receive cash flow and other distributions, as reasonably approved by the Agent.

Rules of Interpretation. (a) A All terms of an accounting or financial character used herein but not defined herein shall have the meanings assigned thereto by GAAP, as in effect from time to time, and all calculations for the purposes of Section VI hereof shall be made in accordance with GAAP; provided that if any time after the date hereof there shall occur any change in respect of GAAP from that used in the preparation of the audited financial statements referred to in Section 4.6(a) in a manner that would have a material effect on any matter which is material to Section VI, the Borrowers and the Lenders will, within ten (10) Business Days after notice from the Agent or the Borrowers, as the case may be to that effect, commence and continue in good faith negotiations with a view towards making appropriate amendments to the provisions hereof acceptable to the Lenders to reflect as narrowly as possible the effect of such change on Section VI as in effect on the date hereof; provided, further, that until such notice shall have been withdrawn or the relevant provisions amended in accordance herewith, Section VI shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective. (b) All terms employing the capitalized word “Combined” refer to the Borrowers and the Subsidiaries of such Borrower consolidated with it. (c) Except as otherwise specifically provided herein, reference to any document or agreement shall include such document or agreement as amended, supplemented or otherwise modified or supplemented and in effect from time to time in accordance with its terms and the terms of this Agreement. (bd) The singular includes the plural and the plural includes the singular. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. (c) A reference to any law includes any amendment or modification of such law. (de) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement. (kh) In All terms not specifically defined herein or by GAAP that are defined in the event of any change in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenantUCC, ratio or other requirement set forth in any Loan Document, then upon the request of Borrowers or Agent, the Borrowers, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, meanings assigned to them in the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurredUCC.

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time All terms used in accordance with its terms this Agreement that are defined in Article 9 of the UCC and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by in Article 9 of the accounting entity to which they referUCC. (fb) The words “include”Unless otherwise indicated, “includes” any reference to any agreement or instrument will be deemed to include a reference to that agreement or instrument as assigned, amended, supplemented, amended and “including” are not limiting. (g) The words “approval” restated, or otherwise modified and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect from time to time or replaced in accordance with the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision terms of this Agreement. (kc) The use in this Agreement or any of the other Security Documents of the word “include” or “including,” when following any general statement, term or matter, will not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not nonlimiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but will be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The word “will” shall be construed to have the same meaning and effect as the word “shall.” (d) References to “Sections,” “clauses,” “recitals” and the “preamble” will be to Sections, clauses, recitals and the preamble, respectively, of this Agreement unless otherwise specifically provided. References to “Articles” will be to Articles of this Agreement unless otherwise specifically provided. References to “Exhibits” will be to Exhibits to this Agreement unless otherwise specifically provided. (e) Notwithstanding anything to the contrary in this Agreement, any references contained herein to any section, clause, paragraph, definition or other provision of the EFH Indenture or the EFIH Indenture (including any definition contained therein), as applicable, shall be deemed to be a reference to such section, clause, paragraph, definition or other provision as in effect on the date of this Agreement; provided that any reference to any such section, clause, paragraph or other provision shall refer to such section, clause, paragraph or other provision of the EFH Indenture or the EFIH Indenture (including any definition contained therein), as applicable, as amended or modified from time to time if such amendment or modification has been (1) made in accordance with the EFH Indenture or the EFIH Indenture, as applicable, and (2) approved by an Act of Required Debtholders in a writing delivered to the applicable Parity Lien Representatives and the Collateral Trustee. Notwithstanding the foregoing, whenever any term used in this Agreement is defined or otherwise incorporated by reference to the EFH Indenture or the EFIH Indenture, such reference shall be deemed to have the same effect as if such definition or term had been set forth herein in full and such term shall continue to have the meaning established pursuant to the EFH Indenture or the EFIH Indenture, as applicable, notwithstanding the termination or expiration of the EFH Indenture or the EFIH Indenture, as applicable, or redemption of all Obligations evidenced thereby, respectively. (f) This Agreement and the other Security Documents will be construed without regard to the identity of the party who drafted it and as though the parties participated equally in drafting it. Consequently, each of the parties acknowledges and agrees that any rule of construction that a document is to be construed against the drafting party will not be applicable either to this Agreement or the other Security Documents. (g) In the event of any change conflict between any terms and provisions set forth in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement this Agreement and those set forth in any Loan other Security Document, then upon the request of Borrowers or Agent, the Borrowers, the Agent terms and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of this Agreement shall supersede and control the Loan Documents terms and provisions of such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurredSecurity Document.

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement. (k) In the event of any change in generally accepted accounting principles GAAP after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of Borrowers the Borrower or the Agent, the BorrowersBorrower, the Guarantors, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers Borrower and the Guarantors as in effect prior to such accounting change, as determined by the Required Majority Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the BorrowersBorrower, the Guarantors, the Agent and the Required Majority Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurred. (l) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 8▇▇-▇▇-▇▇ (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any of its Subsidiaries at “fair value”, as defined therein, (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. (m) To the extent that any of the representations and warranties contained in this Agreement or any other Loan Document is qualified by “Material Adverse Effect” or any other materiality qualifier, then the qualifier “in all material respects” contained in §§2.12(a)(iv), 2.13(c)(iii), 7.20(a)(ii), 10.8 and 11.2 shall not apply with respect to any such representations and warranties.

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be grantedapproval. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement. (k) The words “the date hereof” or words of like import shall mean the date that this Agreement is fully executed by all parties. (l) In the event of any change in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of Borrowers Borrower or Agent, the Borrowers, Borrower and the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers Borrower as in effect prior to such accounting change, as determined by the Required Lenders Borrower and the Agent in their good faith judgmentfaith. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent Borrower and the Required LendersAgent, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurred.

Rules of Interpretation. Unless otherwise expressly provided in this Agreement, the following will apply to this Agreement, the Schedules and any other certificate, instrument, agreement or other document contemplated hereby or delivered hereunder. (a) A reference Accounting terms which are not otherwise defined in this Agreement have the meanings given to any document or agreement shall include them under GAAP consistently applied. To the extent that the definition of an accounting term defined in this Agreement is inconsistent with the meaning of such document or agreement as amendedterm under GAAP, modified or supplemented from time to time the definition set forth in accordance with its terms and the terms of this AgreementAgreement will control. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, hereof,” “includesherein” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words terms of like similar import shall refer are references to this Agreement as a whole and not to any particular section provision of this Agreement. Section, clause, Schedule and Exhibit references contained in this Agreement are references to Sections, clauses, Schedules and Exhibits in or subdivision to this Agreement, unless otherwise specified. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement. (c) Whenever the words “include,” “includes” or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation.” Where the context permits, the use of the term “or” will be equivalent to the use of the term “and/or.” (d) The words “to the extent” shall mean “the degree by which” and not simply “if.” (e) When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period will be excluded. If the last day of such period is a day other than a Business Day, the period in question will end on the next succeeding Business Day. (f) Words denoting any gender will include all genders, including the neutral gender. Where a word is defined herein, references to the singular will include references to the plural and vice versa. (g) The word “will” will be construed to have the same meaning and effect as the word “shall.” The words “shall,” “will,” or “agree(s)” are mandatory, and “may” is permissive. (h) All references to “$” and dollars will be deemed to refer to United States currency unless otherwise specifically provided. (i) All references to a day or days will be deemed to refer to a calendar day or calendar days, as applicable, unless otherwise specifically provided. (j) Any document or item will be deemed “delivered,” “provided” or “made available” by Seller, within the meaning of this Agreement if such document or item is (i) included in the dataroom, (ii) actually delivered or provided to Purchaser or any of Purchaser’s Advisors or (iii) made available upon request, including at Seller’s offices. (k) In Any reference to any agreement or Contract will be a reference to such agreement or Contract, as amended, modified, supplemented or waived. (l) Any reference to any particular Tax code section or any Law will be interpreted to include any amendment to, revision of or successor to that section or Law regardless of how it is numbered or classified; provided that, for the event purposes of the representations and warranties set forth herein, with respect to any change violation of or non-compliance with, or alleged violation of or non-compliance, with any Tax code section or Law, the reference to such Tax code section or Law means such Tax code section or Law as in generally accepted accounting principles after effect at the date hereof time of such violation or non-compliance or alleged violation or non-compliance. (m) A reference to any Party to this Agreement or any other change agreement or document shall include such Party’s successors and assigns, but only if such successors and assigns are not prohibited by this Agreement. (n) A reference to a Person in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth a particular capacity excludes such Person in any Loan Documentother capacity or individually. (o) The language used in this Agreement will be deemed to be the language chosen by the Parties to express their mutual intent, then upon the request and no rule of Borrowers or Agent, the Borrowers, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions strict construction will be applied against any Person. (p) The headings of the Loan Documents such that such financial covenant, ratio sections and paragraphs of this Agreement have been inserted for convenience of reference only and will in no way restrict or other requirement shall continue to provide substantially the same financial tests or restrictions otherwise modify any of the Borrowers as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurredterms or provisions hereof.

Rules of Interpretation. For purposes of this Prepackaged Plan: (a1) A in the appropriate context, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter gender; (2) unless otherwise specified, any reference herein to a contract, lease, instrument, release, indenture, or other agreement or document being in a particular form or on particular terms and conditions means that the referenced document shall be substantially in that form or substantially on those terms and conditions; provided that nothing in this clause (2) shall affect any parties’ consent rights over any of the Definitive Documents or any amendments thereto, as provided for in the Restructuring Support Agreement; (3) unless otherwise specified, any reference herein to an existing document, schedule, or exhibit, whether or not Filed, having been Filed or to be Filed shall mean that document, schedule, or exhibit, as it may thereafter be amended, modified, or supplemented in accordance with the Prepackaged Plan or Confirmation Order, as applicable; (4) any reference to an Entity as a Holder of a Claim or Interest includes that Entity’s successors and assigns; (5) unless otherwise specified, all references herein to “Articles” are references to Articles hereof or hereto; (6) unless otherwise specified, all references herein to exhibits are references to exhibits in the Plan Supplement; (7) unless otherwise specified, the words “herein,” “hereof,” and “hereto” refer to the Prepackaged Plan in its entirety rather than to a particular portion of the Prepackaged Plan; (8) subject to the provisions of any contract, certificate of incorporation, by-law, instrument, release, or other agreement or document entered into in connection with the Prepackaged Plan, the rights and obligations arising pursuant to the Prepackaged Plan shall be governed by, and construed and enforced in accordance with the applicable federal Law, including the Bankruptcy Code and Bankruptcy Rules; (9) captions and headings to Articles are inserted for convenience of reference only and are not intended to be a part of or agreement to affect the interpretation of the Prepackaged Plan; (10) unless otherwise specified herein, the rules of construction set forth in section 102 of the Bankruptcy Code shall include such document apply; (11) any term used in capitalized form herein that is not otherwise defined but that is used in the Bankruptcy Code or agreement the Bankruptcy Rules shall have the meaning assigned to that term in the Bankruptcy Code or the Bankruptcy Rules, as amendedthe case may be; (12) all references to docket numbers of documents Filed in the Chapter 11 Cases are references to the docket numbers under the Bankruptcy Court’s CM/ECF system; (13) all references to statutes, modified or supplemented regulations, orders, rules of courts, and the like shall mean as amended from time to time in accordance with its terms time, and as applicable to the terms of this Agreement. Chapter 11 Cases, unless otherwise stated; (b14) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and “including,” are and variations thereof, shall not limiting. (g) The be deemed to be terms of limitation, and shall be deemed to be followed by the words “approvalwithout limitation”; (15) references to “Proofs of Claim,” “holders of Claims,” “Disputed Claims,” and the like shall include “approved”Proofs of Interest,” “holders of Interests,” “Disputed Interests,” and the like, as applicable; (16) any immaterial effectuating provisions may be interpreted by the context requiresReorganized Debtors in such a manner that is consistent with the overall purpose and intent of the Prepackaged Plan all without further notice to or action, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving order, or approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement. (k) In the event of any change in generally accepted accounting principles after the date hereof Bankruptcy Court or any other change in accounting procedures pursuant Entity; and (17) all references herein to §7.3 which would affect consent, acceptance, or approval may be conveyed by counsel for the computation of any financial covenantrespective parties that have such consent, ratio acceptance, or other requirement set forth in any Loan Documentapproval rights, then upon the request of Borrowers or Agent, the Borrowers, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers as in effect prior to such accounting change, as determined including by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurredelectronic mail.

Rules of Interpretation. Unless otherwise expressly provided in this Agreement, the following will apply to this Agreement, the Schedules and any other certificate, instrument, agreement or other document contemplated hereby or delivered hereunder. (a) A reference Accounting terms which are not otherwise defined in this Agreement have the meanings given to any document or agreement shall include them under GAAP consistently applied. To the extent that the definition of an accounting term defined in this Agreement is inconsistent with the meaning of such document or agreement as amendedterm under GAAP, modified or supplemented from time to time the definition set forth in accordance with its terms and the terms of this AgreementAgreement will control. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, hereof,” “includesherein” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words terms of like similar import shall refer are references to this Agreement as a whole and not to any particular section provision of this Agreement. Section, clause, schedule and exhibit references contained in this Agreement are references to sections, clauses, schedules and exhibits in or subdivision to this Agreement, unless otherwise specified. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement. (c) Whenever the words “include,” “includes” or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation.” Where the context permits, the use of the term “or” will be equivalent to the use of the term “and/or” unless expressly indicated otherwise. (d) The words “to the extent” shall mean “the degree by which” and not simply “if.” (e) When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period will be excluded. If the last day of such period is a day other than a Business Day, the period in question will end on the next succeeding Business Day. (f) Words denoting any gender will include all genders, including the neutral gender. Where a word is defined herein, references to the singular will include references to the plural and vice versa. (g) The word “will” will be construed to have the same meaning and effect as the word “shall.” The words “shall,” “will,” or “agree(s)” are mandatory, and “may” is permissive. (h) All references to “$” and dollars will be deemed to refer to United States currency unless otherwise specifically provided. (i) All references to a day or days will be deemed to refer to a calendar day or calendar days, as applicable, unless otherwise specifically provided. (j) Any document or item will be deemed “delivered,” “provided” or “made available” by Sellers, within the meaning of this Agreement if such document or item is (i) included in the Dataroom prior to the date of this Agreement, or (ii) actually delivered or provided physically or electronically to Purchaser or any of Purchaser’s Advisors. (k) In Any reference to any agreement or Contract will be a reference to such agreement or Contract, as amended, modified, supplemented or waived. (l) Any reference to any particular Bankruptcy Code or Tax Code section or any Law will be interpreted to include any amendment to, revision of or successor to that section or Law regardless of how it is numbered or classified; provided that, for the event purposes of the representations and warranties set forth herein, with respect to any change violation of or non-compliance with, or alleged violation of or non-compliance, with any Bankruptcy Code or Tax Code section or Law, the reference to such Bankruptcy Code or Tax Code section or Law means such Bankruptcy Code or Tax Code section or Law as in generally accepted accounting principles after effect at the date hereof time of such violation or non-compliance or alleged violation or non-compliance. (m) A reference to any party to this Agreement or any other change agreement or document shall include such party’s successors and assigns, but only if such successors and assigns are not prohibited by this Agreement. (n) A reference to a Person in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth a particular capacity excludes such Person in any Loan Document, then upon the request of Borrowers other capacity or Agent, the Borrowers, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurredindividually.

Rules of Interpretation. (a1) A This Loan Agreement shall be interpreted in accordance with and governed by the laws of the State. (2) The words “herein,” “hereof” and “hereunder” and words of similar import, without reference to any document particular section or agreement shall include such document subdivision, refer to this Loan Agreement as a whole rather than to any particular section or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms subdivision of this Loan Agreement. (b3) The singular includes References in this instrument to any particular article, section or subdivision hereof are to the plural and the plural includes the singulardesignated article, section or subdivision of this instrument as originally executed. (c4) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting All accounting terms not otherwise defined herein have the meanings assigned to them by GAAP in accordance with generally accepted accounting principles, and all computations provided for herein shall be made in accordance with generally accepted accounting principles consistently applied and applied on a consistent the same basis by the accounting entity to which they referas in prior years. (f5) The words “include”, “includes” Table of Contents and “including” titles of articles and sections herein are for convenience of reference only and are not limitinga part of this Loan Agreement, and shall not define or limit the provisions hereof. (g6) The words “approval” and “approved”, as Unless the context requireshereof clearly requires otherwise, means an approval in writing given to the party seeking approval after full singular shall include the plural and fair disclosure to vice versa and the party giving approval of all material facts necessary in order to determine whether approval should be grantedmasculine shall include the feminine and vice versa. (h7) All terms not specifically defined herein or Articles, sections, subsections and clauses mentioned by GAAP, number only are those so numbered which terms are defined contained in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Loan Agreement. (k8) For purposes of this Loan Agreement and the Indenture, an Act of Bankruptcy shall be deemed no longer in effect if the petition initiating the Act of Bankruptcy is dismissed by order of a court of competent jurisdiction and no further appeal rights exist from such order. (9) In Any opinion of counsel required hereunder shall be a written opinion of such counsel. (10) References to the event Subordinate Bonds as “tax exempt” or to the “tax-exempt status of any change in generally accepted accounting principles after the date hereof or any other change in accounting procedures Bonds” are to the exclusion of interest on the Subordinate Bonds from gross income pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of Borrowers or Agent, the Borrowers, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions Section 103(a) of the Loan Documents Code, irrespective of such that such financial covenantforms of taxation as the alternative minimum tax or branch profits tax on foreign corporations, ratio or other requirement shall continue to provide substantially as is consistent with the same financial tests or restrictions approach taken in Section 59(i) of the Borrowers as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurredCode.

Rules of Interpretation. (a) A reference to any document or agreement shall shall, unless expressly provided otherwise, include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Purchase Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of to such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. Notwithstanding the foregoing, for purposes of determining compliance with any covenant or ratio contained herein, all Indebtedness of the Issuer and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof and the effects of FASB ASC 825 on financial liabilities shall be disregarded. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, UCC have the meanings assigned to them therein, with the term “instrument” being that defined under Article 9 of the UCC. (ih) Reference to a particular “§”, ” refers to that section of this Purchase Agreement unless otherwise indicated. (ji) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Purchase Agreement as a whole and not to any particular section or subdivision of this Purchase Agreement. (kj) In the event of any change Unless otherwise expressly indicated, in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request periods of Borrowers or Agenttime from a specified date to a later specified date, the Borrowersword “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.” (k) This Purchase Agreement and the other Purchase Documents may use several different limitations, tests or measurements to regulate the same or similar matters. All such limitations, tests and measurements are, however, cumulative and are to be performed in accordance with the terms thereof. (l) This Purchase Agreement and the other Purchase Documents are the result of negotiation between, and have been reviewed by counsel to, among others, the Agent Purchaser and the Lenders shall negotiate promptlyIssuer and are the product of discussions and negotiations among all parties. Accordingly, diligently this Purchase Agreement and in good faith in order the other Purchase Documents are not intended to amend be construed against the provisions Purchaser merely on account of the Loan Documents Purchaser’s involvement in the preparation of such that such financial covenant, ratio or other requirement shall continue documents. (m) Any reference contained herein to provide substantially the same financial tests or restrictions of the Borrowers “OpCo Credit Agreement (as in effect prior on the date hereof)” shall refer to such accounting changethe OpCo Credit Agreement attached hereto as Exhibit B regardless of the validity, as regularity or enforceability of the OpCo Credit Agreement and regardless of any termination, cancellation, amendments, amendments and restatements, supplements (provided that any amendment of §11 of the OpCo Credit Agreement or the definitions set forth therein (but not any amendment of any other provision of the OpCo Credit Agreement) pursuant to a ▇▇▇▇▇▇▇▇▇ §▇▇ Amendment shall be given effect to the extent set forth herein), waivers, restructurings, renewals, extensions, replacements, refinancings or other modifications to the OpCo Credit Agreement. Any restriction, limitation, prohibition, agreement or condition contained herein that is determined by reference to restrictions, limitations, prohibitions, agreements or conditions in the Required Lenders OpCo Credit Agreement (as in their good faith judgmenteffect on the date hereof) shall remain in full force and effect regardless of whether the OpCo Credit Agreement remains in full force and effect, and for purposes hereof all such restrictions, limitations, prohibitions, agreements and conditions shall survive the Discharge of the OpCo Credit Agreement and be binding on the Issuer and its Subsidiaries as if fully set forth herein, regardless of the validity, regularity or enforceability of the OpCo Credit Agreement (as in effect on the date hereof). Until In addition, (i) any requirement that the OpCo Administrative Agent be in possession of, or have a Lien on, “Collateral” (as defined in the OpCo Credit Agreement) shall be deemed waived for purposes of this Agreement from and after the Discharge of the OpCo Credit Agreement, (ii) to the extent that compliance with the OpCo Credit Agreement (as in effect on the date hereof) requires Emmis OpCo or its Subsidiaries to provide the OpCo Administrative Agent with any financial statement, appraisal, report, projection, certificate, notice, estimate, calculation or similar writing, the Issuer shall substantially concurrently therewith deliver a copy of such time financial statement, appraisal, report, projection, notice, estimate, calculation or similar writing to the Purchaser and (iii) all references to the “Revert Date” in the OpCo Credit Agreement (as such amendment in effect on the date hereof) shall be deemed to mean the date that the Obligations hereunder, under the Notes and under the other Purchase Documents have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurredindefeasibly paid in full in cash.

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Credit Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of to such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP generally accepted accounting principles applied on a consistent basis by the accounting entity to which they refer.; provided, however, that, in the case of the Borrower and its Subsidiaries, applied on a basis consistent with that set forth in the audited financial statements of MAPICS, Inc. contained in the Borrower's Registration Statement on Form S-3 (No. 333-26203). Accounting terms referring to the Borrower and its Subsidiaries (i) shall give retroactive effect to the transactions contemplated by the Distribution Agreement for all fiscal periods, and (ii) shall not include any payments with respect to or Indebtedness under the Promissory Note dated as of July 25, 1997 made by the Borrower to BankBoston, N.A. (f) The words “"include”", “"includes” " and “"including” " are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAPgenerally accepted accounting principles, which terms are defined in the Uniform Commercial Code as in effect in the State Commonwealth of New YorkMassachusetts, have the meanings assigned to them therein, with the term "instrument" being that defined under Article 9 of the Uniform Commercial Code. (ih) Reference to a particular “§”, "(S)" refers to that section of this Credit Agreement unless otherwise indicated. (ji) The words “"herein”", “"hereof”", “"hereunder” " and words of like import shall refer to this Credit Agreement as a whole and not to any particular section or subdivision of this Credit Agreement. (k) In the event of any change in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of Borrowers or Agent, the Borrowers, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurred.

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New YorkTexas, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement. (k) In the event of any change in generally accepted accounting principles GAAP after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of Borrowers the Borrower or Agent, the BorrowersBorrower, the Guarantors, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers Borrower and the Guarantors as in effect prior to such accounting change, as determined by the Required Majority Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the BorrowersBorrower, the Guarantors, the Agent and the Required Majority Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurred. (l) Notwithstanding anything to the contrary in this Agreement, except for the purposes of the financial statements required to be delivered under §7.4(a) and (b), wherever a reference is made in this Agreement to a matter being Consolidated in accordance with GAAP or a similar phrase, in lieu of being Consolidated in accordance with GAAP such matter (including any requirement that a calculation of any limitation or covenant be made in accordance with GAAP) shall be presented or calculated, as applicable, based on the pro rata share of the ownership interests of any Person held by REIT, the Borrower and their respective Subsidiaries, such pro rata share of such ownership interests to be based on the right of REIT, the Borrower and their respective Subsidiaries, as applicable, to receive cash flow and other distributions, as reasonably approved by the Agent.

Rules of Interpretation. Unless otherwise required by the context in which any term appears, (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. vice versa; (b) references to “Articles,” “Sections,” “Schedules,” “Annexes,” “Appendices” or “Exhibits” are to articles, sections, schedules, annexes, appendices or exhibits hereof; (c) A all references to a particular entity or an electricity market price index include a reference to any law includes any amendment such entity’s or modification of such law. index’s successors; (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, herein,” “includeshereof” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and whole; (e) all accounting terms not to any particular section or subdivision of this Agreement. (k) In the event of any change specifically defined herein shall be construed in accordance with generally accepted accounting principles after consistently applied; (f) the masculine includes the feminine and neuter and vice versa; (g) “including” means “including, without limitation” or “including, but not limited to”; (h) all references to a particular agreement, law, statute or regulation mean that agreement, law, statute or regulation as amended from time to time; (i) the word “or” is disjunctive and not necessarily exclusive; unless the context dictates otherwise, “or” is to be interpreted as “and/or” rather than “either/or”; and (j) the Parties shall act in a commercially reasonable manner and in accordance with the principles of good faith and fair dealing in the performance of this Agreement. Agreed to as of the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth above. By: By: Name: Name: Title: Title: The Project is one or more photovoltaic generation facilities in any Loan DocumentSan Juan County, then New Mexico with an expected net nameplate capacity of approximately 170 megawatts (alternating current) as measured at the Delivery Point. This appendix will be updated by Seller upon notice to Buyer as site location and equipment are finalized, and may be further updated from time to time by Seller with respect to the request of Borrowers or Agent, the Borrowers, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions description of the Loan Documents such that such financial covenant, ratio Project and all or other requirement shall continue to provide substantially the same financial tests or restrictions part of the Borrowers associated equipment constituting the Project; provided that the Solar Charging Point shall be confirmed no later than the date on which Seller issues full notice to proceed to its engineering, procurement and construction contractor. Delivery Point: San ▇▇▇▇ 345kV Solar Charging Point: To be confirmed This GUARANTY (this “Guaranty”), dated as in effect prior to such accounting changeof , as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed 2024, is issued and delivered by ▇. ▇. ▇▇▇▇ Renewable Investments, L.L.C., a Delaware limited liability company (the Borrowers“Guarantor”), for the Agent and benefit of the Required LendersIncorporated County of Los Alamos, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered a Home Rule County organized under the Loan DocumentsConstitution and Laws of New Mexico (the “Beneficiary”), shall be calculated and reported as if such change had not occurred.with reference to the following:

Rules of Interpretation. (a) A All terms of an accounting or financial character used herein but not defined herein shall have the meanings assigned thereto by GAAP, as in effect from time to time, and all calculations for the purposes of Section VI hereof shall be made in accordance with GAAP; provided that if any time after the date hereof there shall occur any change in respect of GAAP from that used in the preparation of the audited financial statements referred to in Section 4.6(a) in a manner that would have a material effect on any matter which is material to Section VI, the Borrower and the Lenders will, within 10 Business Days after notice from the Agent or the Borrower, as the case may be to that effect, commence and continue in good faith negotiations with a view towards making appropriate amendments to the provisions hereof acceptable to the Lenders to reflect as narrowly as possible the effect of such change on Section VI as in effect on the date hereof; provided, further, that until such notice shall have been withdrawn or the relevant provisions amended in accordance herewith, Section VI shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective. (b) All terms employing the capitalized word “Consolidated” refer to the Parent and the Subsidiaries of the Parent consolidated with it, including the Borrower. (c) Except as otherwise specifically provided herein, reference to any document or agreement shall include such document or agreement as amended, modified or supplemented and in effect from time to time in accordance with its terms and the terms of this Agreement. (bd) The singular includes the plural and the plural includes the singular. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. (c) A reference to any law includes any amendment or modification of such law. (de) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement. (kh) In All terms not specifically defined herein or by GAAP that are defined in the event of any change in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenantUCC, ratio or other requirement set forth in any Loan Document, then upon the request of Borrowers or Agent, the Borrowers, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, meanings assigned to them in the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurredUCC.

Rules of Interpretation. In this Site Lease Agreement: (a) A reference to any document or agreement headings are for convenience only and shall include such document or agreement as amended, modified or supplemented from time to time be ignored in accordance with its terms and the terms of construing this Site Lease Agreement.; (b) The other than where the context determines otherwise, the singular includes the plural and the plural includes the singular.vice versa; (c) A reference references to any law includes any amendment or modification of such law.Articles, Clause and Schedules are, unless otherwise specified, references to Articles and Clauses of, and Schedules to, this Site Lease Agreement; (d) A reference unless otherwise expressly provided herein, whenever a consent or approval is required by one Party from the other Party, or where a Party has a right to any Person includes its permitted successors raise an objection, such consent or approval shall not be unreasonably withheld or delayed, and permitted assigns.such objection shall be raised on reasonable grounds. Whenever under this Site Lease Agreement a Party is required to exercise discretion by: (a) giving a decision, opinion or consent; (b) expressing a satisfaction or approval; or (c) otherwise taking actions which may affect the rights or obligations of the other Party, the Party exercising such discretion shall exercise such discretion fairly and reasonably; (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” including, and “includingin particular” shall not be construed as, nor shall they have the effect of limiting the generality of the preceding words to which they are not limiting.related; (f) references to a Party are references to a party to this Agreement, including that Party’s assigns or transferees permitted in accordance with the terms of this Agreement and its successors in title; (g) The in carrying out its obligations and duties under this Agreement, each Party shall have an implied obligation of good faith. Notwithstanding anything contained herein otherwise, the Parties acknowledge that any and all usage of the words “approvalliquidated damages” and “approved”, in this Site Lease Agreement shall be construed as representing the context requires, means an approval in writing given to Parties good faith reasonable estimate of the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted.actual damages and/or losses for that particular event or occurrence; (h) All terms not specifically defined herein reference to any Laws of Pakistan shall include reference to such Laws of Pakistan, as amended, re-promulgated, substituted or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned replaced from time to them therein.time; (i) Reference the Schedules (and if any schedules or tables thereto) to a particular “§”, refers to that section this Site Lease Agreement form part of this Agreement unless otherwise indicated.Site Lease Agreement, and capitalized terms and abbreviations used in the Schedules (and if any schedules or tables thereto) which are not defined therein shall have the meanings given to them in Clause 1.1 of this Site Lease Agreement; and (j) The words “herein”except as otherwise indicated in this Site Lease Agreement, “hereof”, “hereunder” references to time are references to time and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement. (k) In the event of any change in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of Borrowers or Agent, the Borrowers, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirementsdates are, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurredconstrued to be, references to Pakistan standard time.

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be grantedapproval. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement. (k) The words “the date hereof” or words of like import shall mean the date that this Agreement is fully executed by all parties. (l) In the event of any change in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of Borrowers Borrower or Agent, the Borrowers, Borrower and the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers Borrower as in effect prior to such accounting change, as determined by the Required Lenders Agent in their its good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent Borrower and the Required LendersAgent, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurred.

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Credit Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of to such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP generally accepted accounting principles applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAPgenerally accepted accounting principles, which terms are defined in the Uniform Commercial Code as in effect in the State The Commonwealth of New YorkMassachusetts, have the meanings assigned to them therein, with the term “instrument” being that defined under Article 9 of the Uniform Commercial Code. (ih) Reference to a particular “§”, ” refers to that section of this Credit Agreement unless otherwise indicated. (ji) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Credit Agreement as a whole and not to any particular section or subdivision of this Credit Agreement. (kj) In the event of any change Unless otherwise expressly indicated, in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request periods of Borrowers or Agenttime from a specified date to a later specified date, the Borrowersword “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.” (k) This Credit Agreement and the other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters. All such limitations, tests and measurements are, however, cumulative and are to be performed in accordance with the terms thereof. (l) This Credit Agreement and the other Loan Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Administrative Agent and the Lenders shall negotiate promptlyBorrowers and are the product of discussions and negotiations among all parties. Accordingly, diligently this Credit Agreement and in good faith in order the other Loan Documents are not intended to amend be construed against the provisions Administrative Agent or any of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions Banks merely on account of the Borrowers as Administrative Agent’s or any Bank’s involvement in effect prior to the preparation of such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurreddocuments.

Rules of Interpretation. Unless otherwise expressly provided in this Agreement, the following will apply to this Agreement, the Schedules and any other certificate, instrument, agreement or other document contemplated hereby or delivered hereunder. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its The terms and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, hereof,” “includesherein” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words terms of like similar import shall refer are references to this Agreement as a whole and not to any particular section provision of this Agreement. Section, clause, Schedule and exhibit references contained in this Agreement are references to sections, clauses, Schedules and exhibits in or subdivision to this Agreement, unless otherwise specified. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement. (b) Whenever the words “include,” “includes” or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation.” Where the context permits, the use of the term “or” will be equivalent to the use of the term “and/or.” (c) The words “to the extent” shall mean “the degree by which” and not simply “if.” (d) When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period will be excluded. If the last day of such period is a day other than a Business Day, the period in question will end on the next succeeding Business Day. (e) Words denoting any gender will include all genders, including the neutral gender. Where a word is defined herein, references to the singular will include references to the plural and vice versa. (f) The word “will” will be construed to have the same meaning and effect as the word “shall”. The words “shall,” “will,” or “agree(s)” are mandatory, and “may” is permissive. (g) All references to “$” and dollars will be deemed to refer to United States currency unless otherwise specifically provided. (h) All references to a day or days will be deemed to refer to a calendar day or calendar days, as applicable, unless otherwise specifically provided. (i) Any document or item will be deemed “delivered,” “provided” or “made available” by Sellers, within the meaning of this Agreement if such document or item is included in the Dataroom, by 5:00 p.m. New York time on the date that is two (2) Business Days prior to the date of this Agreement. (j) Any reference to any agreement or Contract will be a reference to such agreement or Contract, as amended, modified, supplemented or waived. (k) In Any reference to any particular Bankruptcy Code or Tax Code section or any Law will be interpreted to include any amendment to, revision of or successor to that section or Law regardless of how it is numbered or classified; provided that, for the event purposes of the representations and warranties set forth herein, with respect to any change violation of or non-compliance with, or alleged violation of or non-compliance, with any Bankruptcy Code or Tax Code section or Law, the reference to such Bankruptcy Code or Tax Code section or Law means such Bankruptcy Code or Tax Code section or Law as in generally accepted accounting principles after effect at the date hereof time of such violation or non-compliance or alleged violation or non-compliance. (l) A reference to any Party to this Agreement or any other change agreement or document shall include such Party’s successors and assigns, but only if such successors and assigns are not prohibited by this Agreement. (m) A reference to a Person in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth a particular capacity excludes such Person in any Loan Document, then upon the request of Borrowers other capacity or Agent, the Borrowers, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurredindividually.

Rules of Interpretation. (a) A All terms used in this Agreement that are defined in Article 9 of the UCC, and not otherwise defined herein have the meanings therein set forth. (b) Unless otherwise indicated, any reference to any document agreement or instrument will be deemed to include a reference to that agreement shall include such document or agreement instrument as assigned, amended, supplemented, amended and restated, or otherwise modified or supplemented and in effect from time to time or replaced in accordance with its terms and the terms of this Agreement. (bc) The singular includes use in this Agreement or any of the plural and other Security Documents of the plural includes word "include" or "including," when following any general statement, term or matter, will not be construed to limit such statement, term or matter to the singular. specific items or matters set forth immediately following such word or to similar items or matters, whether or not nonlimiting language (csuch as "without limitation" or "but not limited to" or words of similar import) A is used with reference thereto, but will be deemed to any law includes any amendment refer to all other items or modification matters that fall within the broadest possible scope of such lawgeneral statement, term or matter. The word "will" shall be construed to have the same meaning and effect as the word "shall." (d) A reference References to any Person includes its permitted successors "Sections," "clauses," "recitals" and permitted assignsthe "preamble" will be to Sections, clauses, recitals and the preamble, respectively, of this Agreement unless otherwise specifically provided. (e) Accounting terms not References to "Articles" will be to Articles of this Agreement unless otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they referspecifically provided. (f) The words “include”References to "Exhibits" and "Schedules" will be to Exhibits and Schedules, “includes” and “including” are not limitingrespectively, to this Agreement unless otherwise specifically provided. (g) The words “approval” This Agreement, the other Security Documents and “approved”, as the context requires, means an approval in writing given any documents or instruments delivered pursuant hereto will be construed without regard to the party seeking approval after full and fair disclosure to identity of the party giving approval who drafted it. Each and every provision of all material facts necessary this Agreement, the other Security Documents and any instruments and documents entered into and delivered in order to determine whether approval should connection therewith will be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined construed as though the parties participated equally in the Uniform Commercial Code as in effect in drafting it. Consequently, each of the State parties acknowledges and agrees that any rule of New York, have construction that a document is to be construed against the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer drafting party will not be applicable either to this Agreement as a whole or the other Security Documents and not to any particular section or subdivision of instruments and documents entered into and delivered in connection with this Agreement. (k) In the event of any change in generally accepted accounting principles after the date hereof Agreement or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of Borrowers or Agent, the Borrowers, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Security Documents, shall be calculated and reported as if such change had not occurred.

Rules of Interpretation. (a) A All accounting terms not specifically defined herein shall have the meanings assigned to such terms and shall be interpreted in accordance with GAAP applied on a Consistent Basis; provided that, if the Guarantor notifies the Agent that the Guarantor wishes to amend any covenant in Article VIII to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Agent notifies the Guarantor that the Required Lenders wish to amend Article VIII for such purpose), then the Guarantor’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Guarantor and the Required Lenders. (b) Each term defined in Articles 1, 8 or 9 of the New York Uniform Commercial Code shall have the meaning given therein unless otherwise defined herein, except to the extent that the Uniform Commercial Code of another jurisdiction is controlling, in which case such terms shall have the meaning given in the Uniform Commercial Code of the applicable jurisdiction. (c) The headings, subheadings and table of contents used herein or in any other Loan Document are solely for convenience of reference to and shall not constitute a part of any document or agreement shall include such document or affect the meaning, construction or effect of any provision thereof. (d) Except as otherwise expressly provided, references in any Loan Document to articles, sections, paragraphs, clauses, annexes, appendices, exhibits and schedules are references to articles, sections, paragraphs, clauses, annexes, appendices, exhibits and schedules in or to such Loan Document. (e) All definitions set forth herein or in any other Loan Document shall apply to the singular as well as the plural form of such defined term, and all references to the masculine gender shall include reference to the feminine or neuter gender, and vice versa, as the context may require. (f) When used herein or in any other Loan Document, words such as “hereunder”, “hereto”, “hereof” and “herein” and other words of like import shall, unless the context clearly indicates to the contrary, refer to the whole of the applicable document and not to any particular article, section, subsection, paragraph or clause thereof. (g) References to “including” means including without limiting the generality of any description preceding such term, and for purposes hereof the rule of ejusdem generis shall not be applicable to limit a general statement, followed by or referable to an enumeration of specific matters, to matters similar to those specifically mentioned. (h) Except as otherwise expressly provided, all dates and times of day specified herein shall refer to such dates and times at London, England. (i) Whenever interest rates or fees are established in whole or in part by reference to a numerical percentage expressed as “%”, such arithmetic expression shall be interpreted in accordance with the convention that 1% = 100 basis points. (j) Each of the parties to the Loan Documents and their counsel have reviewed and revised, or requested (or had the opportunity to request) revisions to, the Loan Documents, and any rule of construction that ambiguities are to be resolved against the drafting party shall be inapplicable in the construing and interpretation of the Loan Documents and all exhibits, schedules and appendices thereto. (k) Any reference to an officer of the Guarantor or any other Person by reference to the title of such officer shall be deemed to refer to each other officer of such Person, however titled, exercising the same or substantially similar functions. (l) All references to any agreement or document as amended, modified or supplemented, or words of similar effect, shall mean such document or agreement, as the case may be, as amended, modified or supplemented from time to time only as and to the extent permitted therein and in accordance with its terms and the terms of this AgreementLoan Documents. (bm) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of For all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section purposes of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words but not for purposes of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement. (k) In the event of any change in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation preparation of any financial covenantstatements delivered pursuant hereto), ratio or other requirement the equivalent in any Alternative Currency of an amount in Euros, and the equivalent in Euros of an amount in any Alternative Currency, shall be determined as set forth in any Loan Document, then upon the request definitions of Borrowers or Agent, the Borrowers, the Agent Euro Equivalent Amount and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers as in effect prior to such accounting changeAlternative Currency Equivalent Amount, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurredapplicable.

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Credit Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of to such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein, with the term “instrument” being that defined under Article 9 of the Uniform Commercial Code as in effect in the State of New York. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Credit Agreement as a whole and not to any particular section or subdivision of this Credit Agreement. (kj) In the event of any change Unless otherwise expressly indicated, in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request periods of Borrowers or Agenttime from a specified date to a later specified date, the Borrowersword “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.” (k) This Credit Agreement and the other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters. All such limitations, tests and measurements are, however, cumulative and are to be performed in accordance with the terms thereof. (l) This Credit Agreement and the other Loan Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Administrative Agent and the Obligors and are the product of discussions and negotiations among all parties. Accordingly, this Credit Agreement and the other Loan Documents are not intended to be construed against the Administrative Agent or any of the Lenders shall negotiate promptly, diligently and merely on account of the Administrative Agents or any Lender’s involvement in good faith the preparation of such documents. (m) Any reference to a Lender in order to amend the provisions of connection with a Hedging Agreement in the Loan Documents shall also include any counterparty that was a Lender at the time such Hedging Agreement was entered into, even if that such financial covenantcounterparty should subsequently cease to be a Lender hereunder, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time so long as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurredHedging Agreement remains in effect.

Rules of Interpretation. (a) A reference to any document Except as otherwise expressly provided herein, all terms of an accounting or agreement financial nature shall include such document or agreement be construed in accordance with GAAP, as amended, modified or supplemented in effect from time to time time; provided that, if the Parent notifies the Agent that the Parent requests an amendment to Section 9.15 or any defined term used therein to eliminate the effect of any change (a "Change in accordance with its terms GAAP") occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Agent notifies the Parent within sixty (60) days of the effective date of any Change in GAAP that the Required Lenders request an amendment to Section 9.15 or any defined term used therein for such purpose), then the Parent and the Agent shall negotiate in good faith to agree to amend such Section and defined terms to eliminate the effect of this Agreementsuch Change in GAAP, provided further, however, that until such amendment is agreed to, or if no such agreement is reached, such Section and defined terms shall be interpreted on the basis of GAAP as in effect and applied immediately before such Change in GAAP. (b) The singular includes headings, subheadings and table of contents used herein or in any other Loan Document are solely for convenience of reference and shall not constitute a part of any such document or affect the plural and the plural includes the singularmeaning, construction or effect of any provision thereof. (c) A reference Except as otherwise expressly provided, references herein to any law includes any amendment articles, sections, paragraphs, clauses, annexes, appendices, exhibits and schedules are references to articles, sections, paragraphs, clauses, annexes, appendices, exhibits and schedules in or modification of such lawto this Agreement. (d) A All definitions set forth herein or in any other Loan Document shall apply to the singular as well as the plural form of such defined term, and all references to the masculine gender shall include reference to any Person includes its permitted successors the feminine or neuter gender, and permitted assignsvice versa, as the context may require. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined When used herein or by GAAPin any other Loan Document, which terms are defined in the Uniform Commercial Code words such as in effect in the State of New York"hereunder", have the meanings assigned to them therein. (i) Reference to a particular “§”"hereto", refers to that section of this Agreement unless otherwise indicated. (j) The words “"hereof" and "herein”, “hereof”, “hereunder” " and other words of like import shall shall, unless the context clearly indicates to the contrary, refer to this Agreement as a the whole of the applicable document and not to any particular section article, section, subsection, paragraph or subdivision of this Agreementclause thereof. (k) In the event of any change in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of Borrowers or Agent, the Borrowers, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurred.

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be grantedapproval. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement. (k) The words “the date hereof” or words of like import shall mean the date that this Agreement is fully executed by all parties. (l) In the event of any change in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of Borrowers or Agent, the Borrowers, Borrowers and the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers as in effect prior to such accounting change, as determined by the Required Lenders Agent in their its good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent Borrowers and the Required LendersAgent, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurred.

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time All terms used in accordance with its terms this Agreement that are defined in Article 9 of the UCC and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by in Article 9 of the accounting entity to which they referUCC. (fb) The words “include”Unless otherwise indicated, “includes” any reference to any agreement or instrument will be deemed to include a reference to that agreement or instrument as assigned, amended, supplemented, amended and “including” are not limiting. (g) The words “approval” restated, or otherwise modified and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect from time to time or replaced in accordance with the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision terms of this Agreement. (kc) In The use in this Agreement or any of the event other First Lien Security Documents of the word “include” or “including,” when following any general statement, term or matter, will not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not nonlimiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but will be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The word “will” shall be construed to have the same meaning and effect as the word “shall.” (d) References to “Sections,” “clauses,” “recitals” and the “preamble” will be to Sections, clauses, recitals and the preamble, respectively, of this Agreement unless otherwise specifically provided. References to “Articles” will be to Articles of this Agreement unless otherwise specifically provided. References to “Exhibits” and “Schedules” will be to Exhibits and Schedules, respectively, to this Agreement unless otherwise specifically provided. (e) This Agreement and the other First Lien Security Documents will be construed without regard to the identity of the party who drafted it and as though the parties participated equally in drafting it. Consequently, each of the parties acknowledges and agrees that any rule of construction that a document is to be construed against the drafting party will not be applicable either to this Agreement or the other First Lien Security Documents. (f) Notwithstanding anything to the contrary in this Agreement, (i) “First Lien Debt” and “First Lien Obligations” shall include obligations incurred by Guarantors of the type described in clause (2) of the definition of “First Lien Debt”, so long as the requirements that would need to be satisfied for such obligations (if such obligations were instead incurred by Company and not a Guarantor) to constitute First Lien Debt are satisfied; (ii) “Secured Party” (and their respective plural forms) shall include any such Persons that hold First Lien Debt or First Lien Obligations incurred by Guarantors that are described in preceding clause (i) (it being understood that preceding clauses (i) and (ii) do not cause the Collateral of any change Grantor to directly secure First Lien Obligations incurred by a Guarantor that is not a Grantor, but clarify that (x) each Guarantor’s Guaranteed Obligations include such First Lien Obligations and (y) each Grantor’s Obligations secured by its Collateral include such Grantor’s guaranty of the Guaranteed Obligations described in generally accepted accounting principles after clause (x)); and (iii) each reference to “Grantors” on the date hereof or any other change cover page, in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of Borrowers or Agent, the Borrowers, the Agent and the Lenders shall negotiate promptly, diligently preamble and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, Section 8.1(d) also shall be calculated and reported as if such change had not occurreda reference to “Guarantors”.

Rules of Interpretation. (a) A Any definition of or reference to any document document, instrument or agreement (including this Agreement) shall include such document document, instrument or agreement as amended, restated, modified or supplemented from time to time in accordance with its terms and the terms of this Agreement. (ba) The singular includes the plural and the plural includes the singular. (cb) A reference to any law includes any amendment or modification of to such law. (dc) A reference to any Person includes its permitted successors and permitted assigns. (ed) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (fe) The words “include”, “includes” and “including” are not limiting. (g) . The words word “approvalwill” shall be construed to have the same meaning and “approved”, effect as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) word “shall”. Reference to a particular “§Section”, “Exhibit” or “Schedule” refers to that section section, exhibit or schedule of this Agreement unless otherwise indicated. (j) . The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement. Unless otherwise expressly indicated, 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.” (f) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code, have the meanings assigned to them in the Uniform Commercial Code of the relevant jurisdiction, with the term “instrument” being that defined under Article 9 of the Uniform Commercial Code of such jurisdiction. (g) This Agreement and the other Credit Documents may use several different limitations, tests or measurements to regulate the same or similar matters. All such limitations, tests and measurements are, however, cumulative and are to be performed in accordance with the terms thereof. (h) To the extent that any of the representations and warranties contained in Section 7 under this Agreement or in any of the other Credit Documents is qualified by “Material Adverse Effect”, the qualifier “in all material respects” contained in Section 6.2 and the qualifier “in any material respect” contained in Section 10.2 shall not apply. (i) Whenever the phrase “to the knowledge of” or words of similar import relating to the knowledge of a Person are used herein, such phrase shall mean and refer to (x) the actual knowledge of the Authorized Officers of such Person, or (y) the knowledge that such officers would have obtained if they had engaged in good faith in the diligent performance of their duties, including the making of such reasonable specific inquiries as may be necessary in the reasonable credit judgment of such officers to ascertain the accuracy of the matter to which such phrase relates. (j) This Agreement and the other Credit Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Administrative Agent and the Credit Parties, and are the product of discussions and negotiations among all parties. Accordingly, this Agreement and the other Credit Documents are not intended to be construed against the Administrative Agent or any of the Lenders merely on account of the Administrative Agent's or any Lender's involvement in the preparation of such documents. (k) In Unless otherwise indicated, all references to a specific time shall be construed to Eastern Standard Time or Eastern Daylight Savings Time, as the event case may be. Unless otherwise expressly provided herein, all references to dollar amounts shall mean Dollars. (l) References in this Agreement to any document, instrument or agreement (a) shall include all exhibits, schedules and other attachments thereto, (b) shall include all documents, instruments or agreements issued or executed in replacement thereof, to the extent permitted hereby and (c) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, supplemented, restated or otherwise modified as of any change in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant of this Agreement and from time to §7.3 which would affect time thereafter to the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of Borrowers or Agent, the Borrowers, the Agent and the Lenders shall negotiate promptly, diligently extent not prohibited hereby and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurredat any given time.

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and 17.22.1 Whenever the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and or “including” are not limitingused in this Sublease Agreement they shall be deemed to be followed by the words “without limitation.” (g) 17.22.2 The words “approvalhereof’, “hereto”, herein” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunderherewith” and words of like similar import shall shall, unless otherwise stated, be construed to refer to this Sublease Agreement as a whole and not to any particular section or subdivision provision of this Sublease Agreement, and article, section, paragraph and exhibit references are to the articles, sections, paragraphs and exhibits of this Sublease Agreement unless otherwise specified. 17.22.3 The meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term, and words denoting any gender shall include all genders. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. 17.22.4 A reference to any Party to this Sublease Agreement or any other agreement or document shall include such Party’s successors and permitted assigns. 17.22.5 A reference to any legislation or to any provision of any legislation shall include any amendment to, and any modification or re-enactment thereof, any legislative provision substituted therefor and all regulations and statutory instruments issued thereunder or pursuant thereto. 17.22.6 The Parties have participated jointly in the negotiation and drafting of this Sublease Agreement. In the event an ambiguity or question of intent or interpretation arises, this Sublease Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provisions of this Sublease Agreement. (k) In the event of any change in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which would 17.22.7 Headings are for convenience only and do not affect the computation interpretation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of Borrowers or Agent, the Borrowers, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement this Sublease Agreement. 17.22.8 Any Exhibits attached hereto are incorporated herein by reference and shall continue be considered as part of this Sublease Agreement. 17.22.9 The language in all parts of this Sublease Agreement shall in all cases be construed as a whole according to provide substantially the same financial tests or restrictions of the Borrowers as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirementsits fair meaning, and all financial statements and other documents required not strictly for or against either Landlord or Tenant. 17.22.10 If any term, condition, stipulation, provision, covenant or undertaking of this Sublease Agreement is or may become under any written Law, or is found by any court or administrative body of competent jurisdiction to be delivered under the Loan Documentsbe, illegal, void, invalid, prohibited or unenforceable then: (i) such term, condition, stipulation, provision, covenant or undertaking shall be calculated ineffective to the extent of such illegality, voidness, invalidity, prohibition or unenforceability; (ii) the remaining terms, conditions, stipulations, provisions, covenants or undertaking of this Sublease Agreement shall remain in full force and reported as if effect; and (iii) the Parties shall use their respective best endeavors to negotiate and agree a substitute term, condition, stipulation, provision, covenant or undertaking which is valid and enforceable and achieves to the greatest extent possible the economic, legal and commercial objectives of such change had not occurredillegal, void, invalid, prohibited or unenforceable term, condition, stipulation, provision, covenant or undertaking.

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement. (k) In the event of any change in generally accepted accounting principles GAAP after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of Borrowers the Borrower or the Agent, the BorrowersBorrower, the Guarantors, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers Borrower and the Guarantors as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the BorrowersBorrower, the Guarantors, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurred. (l) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification ▇▇▇-▇▇-▇▇ (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the REIT or any of its Subsidiaries at “fair value”, as defined therein, (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. (m) To the extent that any of the representations and warranties contained in this Agreement or any other Loan Document is qualified by “Material Adverse Effect” or any other materiality qualifier, then any further qualifier as to representations and warranties being true and correct “in all material respects” contained elsewhere in the Loan Documents shall not apply with respect to any such representations and warranties. (n) Notwithstanding anything in this Agreement to the contrary, for so long as REIT or any of its Subsidiaries owns an interest, directly or indirectly, in the Lakeway Asset and the Lakeway Loan, then (i) the Lakeway Loan shall not be included in the calculation of Gross Asset Value, and (ii) the indebtedness of MRT Lakeway Realco under the Lakeway Loan shall not be included within the definition of Consolidated Total Indebtedness for the purposes of calculating Consolidated Tangible Net Worth, the Applicable Margin and compliance with the covenant in §9.2.

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Credit Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of to such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP generally accepted accounting principles applied on a consistent basis by the accounting entity to which they refer. (f) The words “"include”", “"includes” " and “"including” " are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAPgenerally accepted accounting principles, which terms are defined in the Uniform Commercial Code as in effect in the State Commonwealth of New YorkMassachusetts, have the meanings assigned to them therein, with the term "instrument" being that defined under Article 9 of the Uniform Commercial Code. (ih) Reference to a particular “"§”, " refers to that section of this Credit Agreement unless otherwise indicated. (ji) The words “"herein”", “"hereof”", “"hereunder” " and words of like import shall refer to this Credit Agreement as a whole and not to any particular section or subdivision of this Credit Agreement. (kj) In the event of any change Unless otherwise expressly indicated, in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request periods of Borrowers or Agenttime from a specified date to a later specified date, the Borrowersword "from" means "from and including," the words "to" and "until" each mean "to but excluding," and the word "through" means "to and including." (k) This Credit Agreement and the other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters. All such limitations, tests and measurements are, however, cumulative and are to be performed in accordance with the terms thereof. (l) This Credit Agreement and the other Loan Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Agent and the Lenders shall negotiate promptlyBorrower and are the product of discussions and negotiations among all parties. Accordingly, diligently this Credit Agreement and in good faith in order the other Loan Documents are not intended to amend be construed against the provisions Agent or any of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions Banks merely on account of the Borrowers as Agent's or any Bank's involvement in effect prior to the preparation of such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurreddocuments.

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement. (k) In the event of any change in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of Borrowers Parent Borrower or Agent, the BorrowersParent Borrower, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers Parent Borrower as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the BorrowersParent Borrower, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurred.

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of to such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP Generally Accepted Accounting Principles applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, ,” “includes” and “including” are not limiting. (g) The words “approval” and “approved”, ” as the context requiresso determines, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAPGenerally Accepted Accounting Principles, which terms are defined in the Uniform Commercial Code as in effect in the State of New YorkTexas, have the meanings assigned to them therein. (i) Reference to a particular “§”, ” refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, ,” “hereof”, ,” “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement. (k) In the event of any change in generally accepted accounting principles Generally Accepted Accounting Principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of Borrowers Borrower or Agent, the BorrowersBorrower, the Guarantors, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers Borrower as in effect prior to such accounting change, as determined by the Required Majority Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the BorrowersBorrower, the Guarantors, the Agent and the Required Majority Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurred.

Rules of Interpretation. (a) A reference to any document All terms used in this Agreement that are defined in Article 1, 8 or agreement shall include such document or agreement 9, as amendedthe case may be, modified or supplemented from time to time in accordance with its terms of the UCC and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by in Article 1, 8 or 9, as the accounting entity to which they refercase may be, of the UCC. (fb) The words “include”Unless otherwise indicated, “includes” any reference to any agreement or instrument will be deemed to include a reference to that agreement or instrument as assigned, amended, supplemented, amended and “including” are not limiting. (g) The words “approval” restated, or otherwise modified and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect from time to time or replaced in accordance with the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision terms of this Agreement. (kc) The use in this Agreement or any of the other Security Documents of the word “include” or “including,” when following any general statement, term or matter, will not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not nonlimiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but will be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The word “will” shall be construed to have the same meaning and effect as the word “shall.” (d) References to “Sections,” “clauses,” “recitals” and the “preamble” will be to Sections, clauses, recitals and the preamble, respectively, of this Agreement unless otherwise specifically provided. References to “Articles” will be to Articles of this Agreement unless otherwise specifically provided. References to “Exhibits” will be to Exhibits to this Agreement unless otherwise specifically provided. (e) Notwithstanding anything to the contrary in this Agreement, any references contained herein to any section, clause, paragraph, definition or other provision of the Indenture (including any definition contained therein) shall be deemed to be a reference to such section, clause, paragraph, definition or other provision as in effect on the date of this Agreement; provided, that any reference to any such section, clause, paragraph or other provision shall refer to such section, clause, paragraph or other provision of the Indenture (including any definition contained therein) as amended or modified from time to time if such amendment or modification has been (1) made in accordance with the Indenture and (2) approved by an Act of the Required Debtholders in a writing delivered to the applicable Secured Debt Representative and the Collateral Trustee. Notwithstanding the foregoing, whenever any term used in this Agreement is defined or otherwise incorporated by reference to the Indenture, such reference shall be deemed to have the same effect as if such definition or term had been set forth herein in full and such term shall continue to have the meaning established pursuant to the Indenture notwithstanding the termination or expiration of the Indenture or redemption of all Obligations evidenced thereby. (f) This Agreement and the other Security Documents will be construed without regard to the identity of the party who drafted it and as though the parties participated equally in drafting it. Consequently, each of the parties acknowledges and agrees that any rule of construction that a document is to be construed against the drafting party will not be applicable either to this Agreement or the other Security Documents. (g) In the event of any change conflict between any terms and provisions set forth in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement this Agreement and those set forth in any Loan Document, then upon other Security Document (other than the request of Borrowers or AgentIntercreditor Agreement), the Borrowersterms and provisions of this Agreement shall supersede and control the terms and provisions of such other Security Document (other than the Intercreditor Agreement). In the event of any conflict between any terms and provisions set forth in this Agreement and those set forth in the Intercreditor Agreement, the Agent terms and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement Intercreditor Agreement shall continue to provide substantially supersede and control the same financial tests or restrictions terms and provisions of the Borrowers as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurredthis Agreement.

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns, and in the event the Borrower, any Guarantor or any of their respective Subsidiaries is a limited liability company and shall undertake an LLC Division (any such LLC Division being a violation of this Agreement), shall be deemed to include each limited liability company resulting from any such LLC Division. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement. (k) In the event of any change in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 Accounting Change which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of Borrowers Borrower or Agent, the BorrowersBorrower, the Guarantors, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers Borrower and the Guarantors as in effect prior to such accounting changeAccounting Change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the BorrowersBorrower, Guarantors, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change Accounting Change had not occurred. For purposes of this clause (k), “Accounting Change” shall mean any change in generally accepted accounting principles after the date hereof, including any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC, or any other change in accounting procedures pursuant to §7.3.

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement. (k) In the event of any change in generally accepted accounting principles GAAP after the date hereof or any other change in accounting procedures pursuant to §7.3 7.5 which would materially affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of Borrowers the Borrower or Agent, the BorrowersBorrower, the Guarantors, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers Borrower and the Guarantors as in effect prior to such accounting change, as determined by the Required Majority Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the BorrowersBorrower, the Guarantors, the Agent and the Required Majority Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurred. (l) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification ▇▇▇-▇▇-▇▇ (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of a Borrower or any of its Subsidiaries at “fair value”, as defined therein, and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof (m) To the extent that any of the representations and warranties contained in this Agreement or any other Loan Document are qualified by “Material Adverse Effect” or any other materiality qualifier, then the qualifier “in all material respects” contained in §2.8(d)(iii), §2.9(d), §7.20(a)(xxv)(C), §9.1(h) and §9.2(b) shall not apply solely with respect to any such representations and warranties. (n) Any Tenant that is not operating from an Unencumbered Pool Property as permitted by §7.20(a)(xviii)(B) shall be excluded from the calculation of the covenant set forth in §8.1(e) until such time as the first to occur of (i) the date that the applicable Tenant commences any operations from the applicable Unencumbered Pool Property, and (ii) the date that is thirty (30) days after the issuance of any certificate of occupancy for the applicable Unencumbered Pool Property after substantial completion of the applicable construction described in §7.20(a)(xviii)(B).

Rules of Interpretation. (a) A reference Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to any document or agreement be delivered hereunder shall include such document or agreement be prepared, in accordance with GAAP as amended, modified or supplemented in effect from time to time in accordance with its terms and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP time, applied on a basis consistent basis (except for such changes approved by the accounting entity to which they refer. (fAdministrative Agent in writing) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as with the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to Audited Financial Statements. If at any particular section or subdivision of this Agreement. (k) In the event of time any change in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which GAAP would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon and either the request of Borrowers Borrower or the Required Lenders shall so request, the Administrative Agent, the BorrowersLenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. (b) Unless the context requires otherwise or such term is otherwise defined herein, each term defined in Articles 1, 8 or 9 of the UCC shall have the meaning given therein. (c) The headings, subheadings and table of contents used herein or in any other Loan Document are solely for convenience of reference and shall not constitute a part of any such document or affect the meaning, construction or effect of any provision thereof. (d) Except as otherwise expressly provided, references in any Loan Document to articles, sections, paragraphs, clauses, annexes, appendices, exhibits and schedules are references to articles, sections, paragraphs, clauses, annexes, appendices, exhibits and schedules in or to such Loan Document. (e) All definitions set forth herein or in any other Loan Document shall apply to the singular as well as the plural form of such defined term, and all references to the masculine gender shall include reference to the feminine or neuter gender, and vice versa, as the context may require. (f) When used herein or in any other Loan Document, words such as “hereunder”, “hereto”, “hereof” and “herein” and other words of like import shall, unless the context clearly indicates to the contrary, refer to the whole of the applicable document and not to any particular article, section, subsection, paragraph or clause thereof. (g) References to “including” means including without limiting the generality of any description preceding such term, and such term shall not limit a general statement to matters similar to those specifically mentioned. (h) Except as otherwise expressly provided, all dates and times of day specified herein shall refer to such dates and times at Nashville, Tennessee. (i) Whenever interest rates or fees are established in whole or in part by reference to a numerical percentage expressed as “___%”, such arithmetic expression shall be delivered under interpreted in accordance with the convention that 1% = 100 basis points. (j) Each of the parties to the Loan Documents and their counsel have reviewed and revised, or requested (or had the opportunity to request) revisions to, the Loan Documents, and any rule of construction that ambiguities are to be resolved against the drafting party shall be inapplicable in the construing and interpretation of the Loan Documents and all exhibits, schedules and appendices thereto. (k) Any definition of or reference to any agreement, instrument or other document (including any organizational document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document). (l) Any financial ratios required to be maintained by Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and reported as rounding the result up or down to the nearest number (with a rounding-up if such change had not occurredthere is no nearest number).

Rules of Interpretation. (ai) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and or the terms of this Agreement. (bii) The singular includes the plural and the plural includes the singular. (ciii) A reference to any law includes any amendment or modification of to such law. (div) A reference to any Person includes its permitted successors and permitted assigns. (ev) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP generally accepted accounting principles applied on a consistent basis by the accounting entity to which they refer. (fvi) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (hvii) All terms not specifically defined herein or by GAAPgenerally accepted accounting principles, which terms are defined in the Uniform Commercial Code as in effect in the State of New YorkMassachusetts, have the meanings assigned to them therein. (iviii) Reference to a particular “§”, ” refers to that section of this Agreement unless otherwise indicated. (jix) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement. (kx) In References to times of a day which are not otherwise made specific to a particular time zone shall refer to the event time in the Eastern Time Zone in the United States. (xi) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change in generally accepted accounting principles occurring after the date hereof in GAAP or in the application of any other such change on the operation of such provision (or if the Agent notifies the Borrower that the Required Banks request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in accounting procedures pursuant to §7.3 which would affect GAAP or in the computation application of any financial covenant, ratio or other requirement set forth in any Loan Documentsuch change, then upon such provision shall be interpreted on the request basis of Borrowers or Agent, the Borrowers, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers GAAP as in effect prior to and applied immediately before such accounting change, as determined by the Required Lenders in their good faith judgment. Until change shall have become effective until such time as such amendment notice shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, withdrawn or such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurredprovision amended in accordance herewith.

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Credit Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of to such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein, with the term “instrument” being that defined under Article 9 of the Uniform Commercial Code. (ih) Reference to a particular “§”, Section “ refers to that section of this Credit Agreement unless otherwise indicated. (ji) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Credit Agreement as a whole and not to any particular section or subdivision of this Credit Agreement. (kj) In the event of any change Unless otherwise expressly indicated, in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request periods of Borrowers or Agenttime from a specified date to a later specified date, the Borrowersword “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.” (k) This Credit Agreement and the other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters. All such limitations, tests and measurements are, however, cumulative and are to be performed in accordance with the terms thereof. (l) This Credit Agreement and the other Loan Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Administrative Agent and the Lenders shall negotiate promptlyBorrower and are the product of discussions and negotiations among all parties. Accordingly, diligently this Credit Agreement and in good faith in order the other Loan Documents are not intended to amend the provisions be construed against any Agent or any of the Loan Documents Lenders merely on account of any Agent’s or any Lender’s involvement in the preparation of such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurreddocuments.

Rules of Interpretation. (a) A reference to any document or agreement (including this Agreement) shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. (c) A reference to any law includes any amendment or modification of to such law. (d) A Unless the context requires otherwise, any reference herein to any Person includes its shall be construed to include such Person’s permitted successors and permitted assigns. (e) Accounting terms capitalized but not otherwise defined herein have the meanings assigned to them by GAAP Generally Accepted Accounting Principles applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAPGenerally Accepted Accounting Principles, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (ih) Reference to a particular “§”, ” refers to that section of this Agreement unless otherwise indicated. (ji) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement. (j) The word “will” shall be construed to have the same meaning and effect as the word “shall.” (k) In Unless the event of any change context requires otherwise, all references in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant a Loan Document to §7.3 which would affect the computation of any financial covenantArticles, ratio or other requirement set forth in any Loan DocumentSections, then upon the request of Borrowers or AgentExhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the BorrowersLoan Document in which such references appear. (l) Unless the context requires otherwise, the Agent words “asset” and the Lenders “property” shall negotiate promptly, diligently and in good faith in order be construed to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially have the same financial tests or restrictions of the Borrowers as in meaning and effect prior and to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, refer to any and all financial statements tangible and other documents required to be delivered under the Loan Documentsintangible assets and properties, shall be calculated including cash, securities, accounts and reported as if such change had not occurredcontract rights.

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they referrefer (without giving effect to Accounting Standards Codification 842 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) (and related interpretations) to the extent any lease (or similar arrangement conveying the right to use) would be required to be treated as a finance lease thereunder where such lease (or similar arrangement) would have been treated as an operating lease under GAAP as in effect immediately prior to the effectiveness of the Accounting Standards Codification 842), provided that the Borrower shall provide to the Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made in accordance with GAAP and made without giving effect to Account Standards Codification 842. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement. (k) In For the event purposes of any change in generally accepted accounting principles after calculating the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement covenants set forth in any Loan Document§§9.1-9.4 hereof, then upon Indebtedness shall at all times be valued at the request of Borrowers full stated principal amount thereof. l) Unless otherwise indicated, all references to time are references to Central time, daylight or Agent, the Borrowers, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers as in effect prior to such accounting changestandard, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and applicable. m) For all financial statements and other documents required to be delivered purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be calculated deemed to have been transferred from the original Person to the subsequent Person, and reported as (b) if any new Person comes into existence, such change had not occurred.new Person shall be deemed to have been organized on the first date of its existence by the holders of its equity interests at such time

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time All capitalized terms used in accordance with its terms this Agreement and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by in the accounting entity to which they referIndenture. (fb) The words “include”Unless otherwise indicated, “includes” any reference to any agreement or instrument will be deemed to include a reference to that agreement or instrument as assigned, amended, supplemented, amended and “including” are not limiting. (g) The words “approval” restated, or otherwise modified and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect from time to time or replaced in accordance with the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision terms of this Agreement. (kc) In the event of any change The use in generally accepted accounting principles after the date hereof this Agreement or any of the other change Third Lien Security Documents, the word “include” or “including,” when following any general statement, term or matter, will not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but will be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The word “will” shall be construed to have the same meaning and effect as the word “shall.” (d) References to “Sections,” “clauses,” “recitals” and the “preamble” will be to Sections, clauses, recitals and the preamble, respectively, of this Agreement unless otherwise specifically provided. References to “Articles” will be to Articles of this Agreement unless otherwise specifically provided. References to “Exhibits” and “Schedules” will be to Exhibits and Schedules, respectively, to this Agreement unless otherwise specifically provided. (e) Notwithstanding anything to the contrary in accounting procedures pursuant this Agreement, any references contained herein to §7.3 which would affect the computation of any financial covenantsection, ratio clause, paragraph, definition or other requirement set forth in any Loan Document, then upon the request of Borrowers or Agent, the Borrowers, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions provision of the Loan Documents Indenture (including any definition contained therein) shall be deemed to be a reference to such that such financial covenantsection, ratio clause, paragraph, definition or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers provision as in effect prior on the date of this Agreement; provided that any reference to any such section, clause, paragraph or other provision shall refer to such accounting changesection, clause, paragraph or other provision of the Indenture (including any definition contained therein) as determined by the Required Lenders in their good faith judgment. Until such amended or modified from time as to time if such amendment or modification has been made in accordance with the Indenture. Unless otherwise set forth herein, references to principal amount shall have been executed and delivered by the Borrowersinclude, the Agent without duplication, any reimbursement obligations with respect to a letter of credit and the Required Lendersface amount of any outstanding letter of credit (whether or not such amount is, such financial covenantsat the time of determination, ratio and other requirements, and all financial statements and other documents required drawn or available to be delivered under drawn). This Agreement and the Loan other Third Lien Security Documents will be construed without regard to the identity of the party who drafted it and as though the parties participated equally in drafting it. Consequently, each of the parties acknowledges and agrees that any rule of construction that a document is to be construed against the drafting party will not be applicable either to this Agreement or the other Third Lien Security Documents, shall be calculated and reported as if such change had not occurred.

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Credit Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of to such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “"include”", “"includes” " and “"including” " are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State Commonwealth of New YorkMassachusetts, have the meanings assigned to them therein, with the term "instrument" being that defined under Article 9 of the Uniform Commercial Code. (ih) Reference to a particular “§”, "Section " refers to that section of this Credit Agreement unless otherwise indicated. (ji) The words “"herein”", “"hereof”", “"hereunder” " and words of like import shall refer to this Credit Agreement as a whole and not to any particular section or subdivision of this Credit Agreement. (kj) In the event of any change Unless otherwise expressly indicated, in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request periods of Borrowers or Agenttime from a specified date to a later specified date, the Borrowersword "from" means "from and including," the words "to" and "until" each mean "to but excluding," and the word "through" means "to and including." (k) This Credit Agreement and the other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters. All such limitations, tests and measurements are, however, cumulative and are to be performed in accordance with the terms thereof. (l) This Credit Agreement and the other Loan Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Administrative Agent and the Lenders shall negotiate promptlyBorrower and are the product of discussions and negotiations among all parties. Accordingly, diligently this Credit Agreement and in good faith in order the other Loan Documents are not intended to amend be construed against the provisions Administrative Agent or any of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions Lenders merely on account of the Borrowers as Administrative Agent's or any Lender's involvement in effect prior to the preparation of such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurreddocuments.

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement. (k) In the event of any change in generally accepted accounting principles GAAP after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of Borrowers Borrower or Agent, the BorrowersBorrower, the Guarantors, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers Borrower as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the BorrowersBorrower, the Guarantors, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurred.

Rules of Interpretation. (ai) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and or the terms of this Credit Agreement. (bii) The singular includes the plural and the plural includes the singular. (ciii) A reference to any law includes any amendment or modification of to such law. (div) A reference to any Person includes its permitted successors and permitted assigns. (ev) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. Except as otherwise specifically provided herein, (i) all computations made pursuant to this Credit Agreement shall be made in accordance with GAAP, and (ii) all financial statements shall be prepared in accordance with GAAP. (fvi) The words “"include”", “"includes” " and “"including” " are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (hvii) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (iviii) Reference to a particular “"§”, " refers to that section of this Credit Agreement unless otherwise indicated. (jix) The words “"herein”", “"hereof”", “"hereunder” " and words of like import shall refer to this Credit Agreement as a whole and not to any particular section or subdivision of this Credit Agreement. (kx) In Any provision granting any right to any Borrower or Guarantor during the event continuance of any change in generally accepted accounting principles after (a) an Event of Default shall not modify, limit, waive or estopp the date hereof or any other change in accounting procedures pursuant rights of the Lenders during the continuance of such Event of Default, including the rights of the Lenders to accelerate the Loans under §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of Borrowers or Agent, the Borrowers, the Agent 13.1 and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions rights of the Loan Documents such that such financial covenantLenders under §§13.2 or 13.3, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents(b) a Default, shall be calculated and reported as if such change had not occurredextend the time for curing same or modify any otherwise applicable notice regarding same.

Rules of Interpretation. (a) A The headings, subheadings and table of contents used herein or in any other Loan Document are solely for convenience of reference to and shall not constitute a part of any document or agreement shall include such document or affect the meaning, construction or effect of any provision thereof. (b) Except as otherwise expressly provided, references in any Loan Document to articles, sections, paragraphs, clauses, annexes, appendices, exhibits and schedules are references to articles, sections, paragraphs, clauses, annexes, appendices, exhibits and schedules in or to such Loan Document. (c) All definitions set forth herein or in any other Loan Document shall apply to the singular as well as the plural form of such defined term, and all references to the masculine gender shall include reference to the feminine or neuter gender, and vice versa, as the context may require. (d) When used herein or in any other Loan Document, words such as “hereunder”, “hereto”, “hereof” and “herein” and other words of like import shall, unless the context clearly indicates to the contrary, refer to the whole of the applicable document and not to any particular article, section, subsection, paragraph or clause thereof. (e) References to “including” means including without limiting the generality of any description preceding such term, and such term shall not limit a general statement to matters similar to those specifically mentioned. (f) Except as otherwise expressly provided, all dates and times of day specified herein shall refer to such dates and times at New York City. (g) Whenever interest rates or fees are established in whole or in part by reference to a numerical percentage expressed as “___%”, such arithmetic expression shall be interpreted in accordance with the convention that 1% = 100 basis points. (h) Each of the parties to the Loan Documents and their counsel have reviewed and revised, or requested (or had the opportunity to request) revisions to, the Loan Documents, and any rule of construction that ambiguities are to be resolved against the drafting party shall be inapplicable in the construing and interpretation of the Loan Documents and all exhibits, schedules and appendices thereto. (i) Any reference to an officer of the Borrower or any other Person by reference to the title of such officer shall be deemed to refer to each other officer of such Person, however titled, exercising the same or substantially similar functions. (j) All references to any agreement or document as amended, modified or supplemented, or words of similar effect, shall mean such document or agreement, as the case may be, as amended, modified or supplemented from time to time in accordance with its terms only as and to the terms of this Agreement. (b) The singular includes the plural extent permitted therein and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis prohibited by the accounting entity to which they refer. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this AgreementLoan Documents. (k) In Whenever in this Agreement any of the event parties hereto is referred to, such reference shall be deemed to include the successors and permitted assigns of any change such party and all covenants, provisions and agreements by or on behalf of the Borrower which are contained in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant Loan Documents shall inure to §7.3 which would affect the computation benefit of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request successors and permitted assigns of Borrowers or the Administrative Agent, the Borrowers, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurredor any of them.

Rules of Interpretation. Except as otherwise expressly provided, the following rules of interpretation shall apply to this Agreement, any Transfer Agreement and the other Loan Documents: (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (b) The word “or” is not exclusive. Thus, if a party “may do (a) or (b)”, then the party may do either or both. The party is not limited to a mutually exclusive choice between the two alternatives. (c) A reference to any law a Governmental Rule includes any amendment or modification of to such lawGovernmental Rule, and all regulations, rulings and other Governmental Rules promulgated under such Governmental Rule. (d) A reference to any a Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned given to them by GAAP GAAP, as applied on a consistent basis by the accounting entity to which they refer. For purposes of determining compliance with any financial covenants contained in this Agreement, any election by the Borrower to measure an item of Indebtedness using fair value (as permitted by Statement of Financial Accounting Standards No. 159 or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made. (f) The words “include”, ,” “includes” and “including” are not limiting. (g) The words “approval” and “approved”A reference in a document to an Article, as the context requiresSection, means an approval in writing given Exhibit, Schedule, Annex or Appendix is to the party seeking approval after full and fair disclosure Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to the party giving approval of all material facts necessary any document shall be deemed incorporated by reference in order to determine whether approval should be grantedsuch document. (h) All terms not specifically defined herein References to any document, instrument or by GAAPagreement (a) shall include all exhibits, which terms are defined schedules and other attachments thereto, (b) shall include all documents, instruments or agreements issued or executed in the Uniform Commercial Code replacement thereof, and (c) means such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect in the State of New York, have the meanings assigned to them thereinat any given time. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “hereof,” “herein”, “hereof”, ” and “hereunder” and words of like similar import when used in any document shall refer to this Agreement such document as a whole and not to any particular section or subdivision provision of this Agreementsuch document. (kj) In References to “days” means calendar days, unless the event term “Business Days” shall be used. References to a time of any change day means such time in generally accepted accounting principles after New York, New York, unless otherwise specified. If the date hereof Borrower or any Affiliate of the Borrower is required to perform an action, deliver a document or take such other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Documentaction by a calendar day and such day is not a Business Day, then upon the request of Borrowers Borrower or Agent, the Borrowers, the Agent and the Lenders such Affiliate shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents take such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers as in effect prior to such accounting change, as determined action by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowersnext succeeding “Business Day”, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurredunless otherwise specified.

Rules of Interpretation. (a) A reference to any document or agreement (including this Agreement) shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. (c) A reference to any law includes any amendment or modification of to such law, and all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law. (d) A Unless the context requires otherwise, any reference herein to any Person includes its shall be construed to include such Person’s permitted successors and permitted assigns. (e) Accounting terms capitalized but not otherwise defined herein have the meanings assigned to them by GAAP Generally Accepted Accounting Principles applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAPGenerally Accepted Accounting Principles, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (ih) Reference to a particular “§”, ” refers to that section of this Agreement unless otherwise indicated. (ji) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement. (j) The word “will” shall be construed to have the same meaning and effect as the word “shall.” (k) In Unless the event of any change context requires otherwise, all references in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant a Loan Document to §7.3 which would affect the computation of any financial covenantArticles, ratio or other requirement set forth in any Loan DocumentSections, then upon the request of Borrowers or AgentExhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the BorrowersLoan Document in which such references appear. (l) Unless the context requires otherwise, the Agent words “asset” and the Lenders “property” shall negotiate promptly, diligently and in good faith in order be construed to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially have the same financial tests or restrictions of the Borrowers as in meaning and effect prior and to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, refer to any and all financial statements tangible and other documents required to be delivered under the Loan Documentsintangible assets and properties, shall be calculated including cash, securities, accounts and reported as if such change had not occurredcontract rights.

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Credit Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of to such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. In addition, except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. (f) The words “"include”", “"includes” " and “"including” " are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein, with the term "instrument" being that defined under Article 9 of the Uniform Commercial Code. (ih) Reference to a particular “§”, "Section" refers to that section of this Credit Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement. (k) In the event of any change in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of Borrowers or Agent, the Borrowers, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurred.

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time All capitalized terms used in accordance with its terms this Agreement and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by in the accounting entity to which they referIndenture. (fb) The words “include”Unless otherwise indicated, “includes” any reference to any agreement or instrument will be deemed to include a reference to that agreement or instrument as assigned, amended, supplemented, amended and “including” are not limiting. (g) The words “approval” restated, or otherwise modified and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect from time to time or replaced in accordance with the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision terms of this Agreement. (kc) In the event of any change The use in generally accepted accounting principles after the date hereof this Agreement or any of the other change Parity Lien Security Documents, the word “include” or “including,” when following any general statement, term or matter, will not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but will be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The word “will” shall be construed to have the same meaning and effect as the word “shall.” (d) References to “Sections,” “clauses,” “recitals” and the “preamble” will be to Sections, clauses, recitals and the preamble, respectively, of this Agreement unless otherwise specifically provided. References to “Articles” will be to Articles of this Agreement unless otherwise specifically provided. References to “Exhibits” and “Schedules” will be to Exhibits and Schedules, respectively, to this Agreement unless otherwise specifically provided. (e) Notwithstanding anything to the contrary in accounting procedures pursuant this Agreement, any references contained herein to §7.3 which would affect the computation of any financial covenantsection, ratio clause, paragraph, definition or other requirement set forth in any Loan Document, then upon the request of Borrowers or Agent, the Borrowers, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions provision of the Loan Documents Indenture (including any definition contained therein) shall be deemed to be a reference to such that such financial covenantsection, ratio clause, paragraph, definition or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers provision as in effect prior on the date of this Agreement; provided that any reference to any such section, clause, paragraph or other provision shall refer to such accounting changesection, clause, paragraph or other provision of the Indenture (including any definition contained therein) as determined by the Required Lenders in their good faith judgment. Until such amended or modified from time as to time if such amendment or modification has been made in accordance with the Indenture. Unless otherwise set forth herein, references to principal amount shall have been executed and delivered by the Borrowersinclude, the Agent without duplication, any reimbursement obligations with respect to a letter of credit and the Required Lendersface amount of any outstanding letter of credit (whether or not such amount is, such financial covenantsat the time of determination, ratio and other requirements, and all financial statements and other documents required drawn or available to be delivered under drawn). This Agreement and the Loan other Parity Lien Security Documents will be construed without regard to the identity of the party who drafted it and as though the parties participated equally in drafting it. Consequently, each of the parties acknowledges and agrees that any rule of construction that a document is to be construed against the drafting party will not be applicable either to this Agreement or the other Parity Lien Security Documents, shall be calculated and reported as if such change had not occurred.

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, ” and “hereof”, ” and “hereunder” and words of like import shall similar import, without reference to any particular section or subdivision, refer to this Agreement as a whole and not rather than to any particular section or subdivision of this Agreement. (kb) In References in this Agreement to any particular article, section or subdivision hereof are to the event designated article, section or subdivision of any change this Agreement as originally executed. (c) All accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles; and all computations provided for herein shall be made in accordance with generally accepted accounting principles after consistently applied and applied on the date same basis as in prior years. (d) The Table of Contents and titles of articles and sections herein are for convenience of reference only and are not a part of this Agreement and shall not define or limit the provisions hereof. (e) Unless the context hereof clearly requires otherwise, the singular shall include the plural and vice versa and the masculine shall include the feminine and vice versa. (f) Articles, sections, subsections and clauses mentioned by number only are those so numbered which are contained in this Agreement. (g) Any opinion of counsel called for herein shall be a written opinion of such counsel. (h) The County and the Company acknowledge that each of them and their respective counsel have participated in the drafting this Agreement and the Indenture, and, accordingly, agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement or any supplement or exhibit hereto or the Indenture or any supplement or exhibit thereto. (i) If not expressly stated, references to the excludability or exclusion of interest on the 2005 Series A Bonds from gross income for federal income tax purposes shall be deemed to mean the excludability or exclusion of interest on the 2005 Series A Bonds (other change in accounting procedures than 2005 Series A Bonds held by a “substantial user” of the Facilities or a “related person” within the meaning of section 147(a) of the Code) from gross income for federal income tax purposes pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of Borrowers or Agent, the Borrowers, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions section 103(a) of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurredCode.

Rules of Interpretation. (a) A All terms of an accounting or financial character used herein but not defined herein shall have the meanings assigned thereto by GAAP, as in effect from time to time, and all calculations for the purposes of Section VI hereof shall be made in accordance with GAAP; provided that if any time after the date hereof there shall occur any change in respect of GAAP from that used in the preparation of the audited financial statements referred to in Section 4.6(a) in a manner that would have a material effect on any matter which is material to Section VI, the Borrower and the Lender will, within 10 Business Days after notice from the Lender or the Borrower, as the case may be to that effect, commence and continue in good faith negotiations with a view towards making appropriate amendments to the provisions hereof acceptable to the Lender to reflect as narrowly as possible the effect on Section VI as in effect on the date hereof; provided, further, that until such notice shall have been withdrawn or the relevant provisions amended in accordance herewith, Section VI shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective. (b) Except as otherwise specifically provided herein, reference to any document or agreement shall include such document or agreement as amended, modified or supplemented and in effect from time to time in accordance with its terms and the terms of this Agreement. (bc) The singular includes the plural and the plural includes the singular. (c) A reference to . Whenever the context may require, any law includes any amendment or modification of such lawpronoun shall include the corresponding masculine, feminine and neuter forms. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (jf) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement. (kg) In All terms not specifically defined herein or by GAAP that are defined in the event of any change in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of Borrowers or Agent, the Borrowers, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers Uniform Commercial Code as in effect prior to such accounting changein The Commonwealth of Massachusetts, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, meanings assigned to them in such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurredUniform Commercial Code.

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Credit Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A Unless otherwise expressly indicated, a reference to any law or regulation includes any amendment or modification of to such lawlaw or regulation. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State Commonwealth of New YorkMassachusetts, have the meanings assigned to them therein, with the term “instrument” being that defined under Article 9 of the Uniform Commercial Code. (ih) Reference to a particular “§”, ” refers to that section of this Credit Agreement unless otherwise indicated. (ji) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Credit Agreement as a whole and not to any particular section or subdivision of this Credit Agreement. (j) Unless otherwise expressly indicated, 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.” (k) In This Credit Agreement and the event other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters. All such limitations, tests and measurements are, however, cumulative and are to be performed in accordance with the terms thereof. (l) This Credit Agreement and the other Loan Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Administrative Agent, the Parent and the Borrower and are the product of discussions and negotiations among all parties. Accordingly, this Credit Agreement and the other Loan Documents are not intended to be construed against the Administrative Agent or any of the Lenders merely on account of the Administrative Agent’s or any Lender’s involvement in the preparation of such documents. (m) If at any time any change in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which GAAP would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon and either the request of Borrowers Borrower or the Required Lenders shall so request, the Administrative Agent, the BorrowersLenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required under this Credit Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurredin GAAP.

Rules of Interpretation. (a) A Any headings set forth herein, and any table of contents or marginal notes appended to it, are solely for convenience or reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms do not constitute a part of this Agreement. , nor do they affect the meaning, construction or effect of this Agreement. As used in this Agreement, unless otherwise provided to the contrary, (bi) all references to days will be deemed references to calendar days unless expressly stated otherwise, and (ii) any reference to Articles, Sections, Schedules, or Exhibits, unless expressly stated otherwise, are to the Articles, Sections, Schedules, or Exhibits to this Agreement. The Articles, Sections, Schedule, and Exhibits to the Agreement are part of the Agreement and are incorporated herein by reference. Unless the context otherwise requires, as used in this Agreement, all terms used in the singular includes will be deemed to refer to the plural as well, and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) vice versa. The words “include”, hereof,” “includesherein” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like similar import shall referring to this Agreement refer to this Agreement as a whole and not to any particular section or subdivision provision of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation. (k) ” References in this Agreement to “$” will be deemed a reference to United States dollars unless otherwise specified. Words importing persons include firms, associations, partnership, trusts, corporations, and other legal entities, including public bodies, as well as natural persons. In the event of an inconsistency, ambiguity, contradiction or conflict between the terms of this Agreement, its Schedules or Statements of Work, and any change amendments hereto and thereto, such documents shall be interpreted in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect following order of precedence: (i) the computation terms of any financial covenantamendment shall take precedence, ratio or other requirement set forth in any Loan Document, then upon (ii) followed by the request of Borrowers or Agent, the Borrowers, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions terms of the Loan Documents such Agreement, unless a Statement of Work expressly states that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions it overrides a specific provision of the Borrowers as in effect prior to such accounting changeAgreement, as determined and then (iii) followed by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed terms of the Exhibits and delivered by Schedules to this Agreement, including the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurredStatements of Work.

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time All terms used in accordance with its terms this Agreement that are defined in Article 9 of the UCC and the terms of this Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by in Article 9 of the accounting entity to which they referUCC. (fb) The words “include”Unless otherwise indicated, “includes” any reference to any agreement, instrument or obligation will be deemed to include a reference to that agreement, instrument or obligation as assigned, amended, restated, refinanced, supplemented or otherwise modified and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given effect from time to time or replaced in accordance with or contemplated pursuant to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement. (kc) In the event of any change The use in generally accepted accounting principles after the date hereof this Agreement or any of the other change Collateral Documents of the word “include” or “including,” when following any general statement, term or matter, will not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not nonlimiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but will be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The word “will” shall be construed to have the same meaning and effect as the word “shall.” (d) References to “Sections,” “clauses,” “recitals” and the “preamble” will be to Sections, clauses, recitals and the preamble, respectively, of this Agreement unless otherwise specifically provided. References to “Articles” will be to Articles of this Agreement unless otherwise specifically provided. References to “Exhibits” and “Schedules” will be to Exhibits and Schedules, respectively, to this Agreement unless otherwise specifically provided. (e) Notwithstanding anything to the contrary in accounting procedures pursuant this Agreement, any references contained herein to §7.3 which would affect the computation of any financial covenantsection, ratio clause, paragraph, definition or other requirement set forth in provision of a Secured Debt Document (including any Loan Documentdefinition contained therein) shall be deemed to be a reference to such section, then upon the request of Borrowers or Agentclause, the Borrowersparagraph, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio definition or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers provision as in effect on the date of this Agreement; provided that any reference to any such section, clause, paragraph or other provision shall refer to such section, clause, paragraph or other provision of the Secured Debt Documents (including any definition contained therein) as amended or modified from time to time if such amendment or modification has been (1) made in accordance with the Secured Debt Documents and (2) prior to such accounting changethe Discharge of Secured Obligations, approved in a writing delivered to the Security Trustee by, or on behalf of, the requisite holders of Secured Obligations as determined by are needed (if any) under the Required Lenders in their good faith judgment. Until such time as terms of this Agreement to approve such amendment shall have been executed and delivered by the Borrowers, the Agent or modification. This Agreement and the Required Lendersother Collateral Documents will be construed without regard to the identity of the party who drafted it and as though the parties participated equally in drafting it. Consequently, such financial covenants, ratio each of the parties acknowledges and other requirements, and all financial statements and other documents required agrees that any rule of construction that a document is to be delivered under construed against the Loan drafting party will not be applicable either to this Agreement or the other Collateral Documents, shall be calculated and reported as if such change had not occurred.

Rules of Interpretation. Unless otherwise expressly provided in this Agreement, the following will apply to this Agreement, the Schedules and any other Transaction Agreement. (a) A reference Accounting terms which are not otherwise defined in this Agreement have the meanings given to any document or agreement shall include them under GAAP consistently applied. To the extent that the definition of an accounting term defined in this Agreement is inconsistent with the meaning of such document or agreement as amendedterm under GAAP, modified or supplemented from time to time the definition set forth in accordance with its terms and the terms of this AgreementAgreement will control. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. (f) The words “include”, hereof,” “includesherein” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “herein”, “hereof”, “hereunder” and words terms of like similar import shall refer are references to this Agreement as a whole and not to any particular section provision of this Agreement. Section, clause, schedule and exhibit references contained in this Agreement are references to sections, clauses, schedules and exhibits in or subdivision to this Agreement, unless otherwise specified. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement. (c) Whenever the words “include,” “includes” or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation.” Where the context permits, the use of the term “or” will be equivalent to the use of the term “and/or”, unless expressly indicated otherwise. (d) The words “to the extent” shall mean “the degree by which” and not “if.” (e) When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period will be excluded. If the last day of such period is a day other than a Business Day, the period in question will end on the next succeeding Business Day. (f) Words denoting any gender will include all genders, including the neutral gender. Where a word is defined herein, references to the singular will include references to the plural and vice versa. (g) The word “will” will be construed to have the same meaning and effect as the word “shall”. The words “shall,” “will,” or “agree(s)” are mandatory, and “may” is permissive. (h) All references to “$” and dollars will be deemed to refer to United States currency unless otherwise specifically provided. 38760-00003/4781767.1 (i) All references to a day or days will be deemed to refer to a calendar day or calendar days, as applicable, unless otherwise specifically provided. (j) Any document or item will be deemed “delivered,” “provided” or “made available” by Seller, within the meaning of this Agreement if such document or item is (a) included in the data room, (b) actually delivered or provided to Purchaser or any of Purchaser’s Advisors or (c) made available upon request, including at Seller’s offices. (k) In Any reference to any agreement or Contract will be a reference to such agreement or Contract, as amended, modified, supplemented or waived. (l) Any reference to any particular Code section or any Law will be interpreted to include any amendment to, revision of or successor to that section or Law regardless of how it is numbered or classified; provided that, for the event purposes of the representations and warranties set forth herein, with respect to any change violation of or non-compliance with, or alleged violation of or non-compliance, with any Code section or Law, the reference to such Code section or Law means such Code section or Law as in generally accepted accounting principles after effect at the date hereof time of such violation or non-compliance or alleged violation or non-compliance. (m) A reference to any Party to this Agreement or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio agreement or other requirement set forth in any Loan Document, then upon the request of Borrowers or Agent, the Borrowers, the Agent document shall include such Party’s successors and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgmentpermitted assigns. Until such time as such amendment shall have been executed and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurred[Signature page(s) follow.] 38760-00003/4781767.1

Rules of Interpretation. Except as otherwise expressly provided, the following rules of interpretation shall apply to this Agreement and the other Financing Documents: (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Agreement. (b) The singular includes the plural plural, and the plural includes the singular. (b) Except where otherwise specified, the word “or” is not exclusive. Thus, if a party “may do (a) or (b),” then the party may do either or both. The party is not limited to a mutually exclusive choice between the two alternatives. (c) A reference to any law a Governmental Rule includes any amendment or modification of to such lawGovernmental Rule, and all regulations, rulings and other Governmental Rules promulgated under such Governmental Rule. (d) A reference to any a Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned given to them by GAAP GAAP, as applied on a consistent basis by the accounting entity to which they refer. For purposes of determining compliance with the financial covenants contained in this Agreement, any election by Borrower to measure any financial liability using fair value (as permitted by Accounting Standard Codification Topic No. ▇▇▇-▇▇-▇▇ – Fair Value Option or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made. (f) The words “include”, ,” “includes” and “including” are not limiting. (g) The words “approval” and “approved”A reference in a document to an Article, as the context requiresSection, means an approval in writing given Exhibit, Schedule, Annex or Appendix is to the party seeking approval after full and fair disclosure Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to the party giving approval of all material facts necessary any document shall be deemed incorporated by reference in order to determine whether approval should be grantedsuch document. (h) All terms not specifically defined herein References to any document, instrument, or by GAAPagreement (i) shall include all exhibits, which terms are defined schedules, and other attachments thereto, (ii) shall include all documents, instruments or agreements issued or executed in replacement thereof, and (iii) means such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified, and supplemented from time to time to the Uniform Commercial Code as extent permitted under the Financing Documents and in effect in the State of New York, have the meanings assigned to them thereinat any given time. (i) Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated. (j) The words “hereof,” “herein”, “hereof”, ” and “hereunder” and words of like similar import when used in any document shall refer to this Agreement such document as a whole and not to any particular section provision of such document. (j) References to “days” means calendar days, unless the term “Business Days” shall be used. References to a time of day means such time in New York, New York, unless otherwise specified. If any Borrower Party or subdivision any Affiliate of this Agreementany Borrower Party is required to perform an action, deliver a document, or take such other action by a calendar day and such day is not a Business Day, then such Borrower Party or such Affiliate shall take such action by the next succeeding “Business Day.” (k) In The Financing Documents are the event result of any change in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenantnegotiations between, ratio or other requirement set forth in any Loan Document, then upon the request of Borrowers or Agentand have been reviewed by, the BorrowersBorrower Parties, Lender, and their respective counsel. Accordingly, the Agent Financing Documents shall be deemed to be the product of all parties thereto, and the Lenders no ambiguity shall negotiate promptly, diligently be construed in favor of or against any such party. (l) The words “will” and in good faith in order “shall” shall be construed to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially have the same financial tests or restrictions of the Borrowers as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed meaning and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurredeffect.

Rules of Interpretation. (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Credit Agreement. (b) The singular includes the plural and the plural includes the singular. (c) A reference to any law includes any amendment or modification of to such law. (d) A reference to any Person includes its permitted successors and permitted assigns. (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Credit Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing audited financial statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining the accuracy and completeness of any representation or warranty made by Borrower herein, or Borrower’s compliance with any provision (including the computation of any financial covenant) contained herein, indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 on financial liabilities shall be disregarded. (f) The words “include”, “includes” and “including” are not limiting. (g) The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New YorkYork , have the meanings assigned to them therein, with the term “instrument” being that defined under Article 9 of the Uniform Commercial Code. (ih) Reference to a particular “§”, ” refers to that section of this Credit Agreement unless otherwise indicated. (ji) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Credit Agreement as a whole and not to any particular section or subdivision of this Credit Agreement. (kj) In the event of any change Unless otherwise expressly indicated, in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request periods of Borrowers or Agenttime from a specified date to a later specified date, the Borrowersword “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.” (k) This Credit Agreement and the other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters. All such limitations, tests and measurements are, however, cumulative and are to be performed in accordance with the terms thereof. (l) This Credit Agreement and the other Loan Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Administrative Agent and the Lenders shall negotiate promptly, diligently Borrower and in good faith in order to amend are the provisions product of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrowers as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed discussions and delivered by the Borrowers, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and negotiations among all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurredparties.