Common use of Rules of Interpretation Clause in Contracts

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other 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 Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision hereof or thereof, (iv) all references in a Credit Document to Sections, Exhibits, Appendices and Schedules shall be construed to refer to Sections of, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. .” The word “will” shall be construed to have the same meaning and effect as the word “shall”. .” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified (subject from time to time and any reference herein to any restrictions on such amendmentsstatute or regulations shall include any amendment, supplements renewal, extension or modifications set forth herein or in any other Credit Document)replacement thereof, (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assignsassigns from time to time, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Documentimport, shall be construed to refer to such Credit Document this Agreement in its entirety and not to any particular provision hereof or thereofhereof, (iv) all references in a Credit Document herein to SectionsArticles, Exhibits, Appendices Sections and Schedules Annexes shall be construed to refer to Articles, Sections of, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appearAnnexes of this Agreement, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specifiedexpressly qualified herein, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rightsrights and (vi) the term “or” is not exclusive.

Rules of Interpretation. (a) The definitions of terms herein in Section 1.01 shall apply equally to both the singular and plural forms and to correlative forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. .” The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other 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 Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “heretoherein”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document this Agreement (including the Exhibits and Schedules to this Agreement) in its entirety and not to any particular provision part hereof or thereofunless the context shall otherwise require. All references herein to Articles, (iv) all references in a Credit Document to Sections, Exhibits, Appendices Exhibits and Schedules shall be construed deemed references to refer to Articles and Sections of, and Exhibits, Appendices Exhibits and Schedules to, this Agreement unless the Credit Document in which such references appearcontext shall otherwise require. Unless the context shall otherwise require, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law Contract (including this Agreement) or regulation shall, unless otherwise specified, refer Law shall be deemed to be references to such law Contract or regulation Law as amended, supplemented or modified or supplemented from time to timetime in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (vi) and, in the words “asset” and “property” case of any Law, to any successor provisions). Any reference to any federal, state, local, or foreign statute or Law shall be construed to have the same meaning and effect and deemed also to refer to all rules and regulations promulgated thereunder, unless the context shall otherwise require. Unless the context shall otherwise require, references to any Person include references to such Person’s successors and all tangible permitted assigns, and intangible assets in the case of any Governmental Authority, to any Person(s) succeeding to its functions and propertiescapacities. Unless the context shall otherwise require, including cashthe word “or” shall not be exclusive and shall have the inclusive meaning of “and/or”. Any reference in this Agreement to a “day” or a number of “days” (without explicit reference to “Business Days”) shall be interpreted as a reference to a calendar day or number of calendar days. If any action is to be taken or given on or by a particular calendar day, securitiesand such calendar day is not a Business Day, accounts and contract rightsthen such action may be deferred until the next Business Day.

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “"include”", “"includes” " and “"including” " shall be deemed to be followed by the phrase “"without limitation”". The word “"will” " shall be construed to have the same meaning and effect as the word “"shall”". Unless the context requires otherwise, otherwise (ia) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Credit Documentherein), (iib) any reference herein to any Person shall be construed to include such Person’s 's successors and assigns, (iiic) the words “hereto”"herein", “herein,” “"hereof” " and “"hereunder,” ", and words of similar import when used in any Credit Documentimport, shall be construed to refer to such Credit Document this Agreement in its entirety and not to any particular provision hereof or thereofhereof, (ivd) all references in a Credit Document herein to Articles, Sections, Exhibits, Appendices Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits, Appendices Exhibits and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, this Agreement and (vie) 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.

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other 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 Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision hereof or thereof, (iv) all references in a Credit Document to Sections, Exhibits, Appendices and Schedules shall be construed to refer to Sections of, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

Rules of Interpretation. Except as otherwise expressly provided, the following rules of interpretation set shall apply to this Agreement and the other Credit Facility Documents: (a) The definitions of terms herein shall apply equally to the singular includes the plural and the plural forms of includes the singular; (b) “or” is not exclusive; (c) a reference to a Governmental Rule or Legal Requirement includes any amendment or modification to such Governmental Rule or Legal Requirement, and all regulations, rulings and other Governmental Rules or Legal Requirement promulgated under such Governmental Rule; (d) a reference to a Person includes its permitted successors and permitted assigns; (e) accounting terms defined. Whenever have the context may requiremeanings assigned to them by GAAP, any pronoun shall include as applied by the corresponding masculine, feminine and neuter forms. The accounting entity to which they refer; (f) the words “include”, ,” “includes” and “including” are not limiting; (g) a reference in a document to an Article, Section, Exhibit, Schedule, Annex, Appendix or Attachment is to the Article, Section, Exhibit, Schedule, Annex, Appendix or Attachment of such document unless otherwise indicated (and Exhibits, Schedules, Annexes, Appendices or Attachments to any document shall be deemed incorporated by reference in such document); (h) references to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwiseany document, instrument or agreement (i) any definition of shall include all exhibits, schedules and other attachments thereto, (ii) shall include all documents, instruments or reference to any agreementagreements issued or executed in replacement thereof and (iii) shall mean such document, instrument or other document shall be construed as referring to such agreement, instrument or other document replacement or predecessor thereto, as amended, modified and supplemented from time to time amended, supplemented or otherwise modified and in effect at any given time; (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iiii) the words “hereto”, “hereinhereof,” “hereofherein” and “hereunder,” and words of similar import when used in any Credit Document, document shall be construed to refer to such Credit Document in its entirety document as a whole and not to any particular provision hereof or thereofof such document; and (j) references to “days” shall mean calendar days, (iv) all references in a Credit Document to Sections, Exhibits, Appendices and Schedules unless the term “Banking Days” shall be construed used. References to refer to Sections ofa time of day shall mean such time in New York, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shallNew York, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

Rules of Interpretation. (a) Captions in this Agreement are for convenience only and shall not be considered or referred to in resolving questions of interpretation of this Agreement. The definitions of singular includes the plural, and the plural includes the singular. The word “or” is not exclusive. Except as otherwise defined, accounting terms herein shall apply equally have the meanings assigned to them by U.S. GAAP, as in effect on the singular and plural forms of date hereof, as applied by the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter formsaccounting entity to which they refer. The words “include”, ,” “includes” and “including” are not limiting. A reference in a document to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed to be followed incorporated by reference in such document. In the phrase “without limitation”event of any conflict between the provisions of this Agreement (exclusive of the Exhibits, Schedules, Annexes and Appendices thereto) and any Exhibit, Schedule, Annex or Appendix hereto, the provisions of this Agreement shall control. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or reference References to any agreementdocument, instrument or agreement (x) shall include all exhibits, schedules and other document attachments thereto, (y) shall be construed as referring to include all documents, instruments or agreements issued or executed in replacement thereof, and (z) shall mean such agreementdocument, instrument or other document agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time amended, supplemented or otherwise modified (subject to and in effect at any restrictions on such amendments, supplements or modifications set forth herein or in any other Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the given time. The words “hereto”, “hereinhereof,” “hereofherein” and “hereunder,” and words of similar import when used in any Credit Document, document shall be construed to refer to such Credit Document in its entirety document as a whole and not to any particular provision hereof or thereofof such document. References to “days” shall mean calendar days, (iv) all references in a Credit Document to Sections, Exhibits, Appendices and Schedules unless the term “Business Days” shall be construed used. References to refer to Sections ofa time of day shall mean such time in New York, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shallNew York, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

Rules of Interpretation. For all purposes of this Loan Agreement, except as otherwise expressly provided or unless the context otherwise requires: (a) The definitions of terms herein shall apply equally to the singular includes the plural and plural forms of the terms defined. Whenever plural, the context may require, singular; (b) words importing any pronoun shall gender include the corresponding masculineother genders; (c) references to statutes are to be construed as including all statutory provisions consolidating, feminine amending or replacing the statute to which reference is made and neuter forms. The all regulations promulgated pursuant to such statutes; (d) references to “writing” include printing, photocopy, typing, lithography and other means of reproducing words in a tangible visible form; (e) the words “include”, including,” “includes” and “includinginclude” shall be deemed to be followed by the phrase words “without limitation”. The word “will” ; (f) references to the introductory paragraph, preliminary statements, articles, sections (or subdivisions of sections), exhibits, appendices, annexes or schedules are to those of this Loan Agreement unless otherwise indicated; (g) references to agreements and other contractual instruments shall be construed deemed to have include all subsequent amendments and other modifications to such instruments, but only to the same meaning extent that such amendments and effect as other modifications are permitted or not prohibited by the word “shall”. Unless terms of this Loan Agreement; (h) references to Persons, including the context requires otherwiseDistrict and the Trustee, include their respective successors and assigns permitted or not prohibited by the terms of this Loan Agreement; (i) any definition an accounting term not otherwise defined has the meaning assigned to it in accordance with financial and reporting standards as promulgated by the Governmental Accounting Standards Board, the Financial Accounting Standards Board, or an Other Comprehensive Basis of Accounting, as applicable; (j) “or” is not exclusive but contemplates or reference permits one or more or all of the alternatives conjoined; (k) provisions apply to any agreement, instrument successive events and transactions; (l) references to documents or other document agreements which have been terminated or released or which have expired shall be construed as referring of no force and effect after such termination, release or expiration; (m) references to such agreementmail shall be deemed to refer to first-class mail, instrument or other document as from time postage prepaid, unless another type of mail is specified; (n) all references to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Credit Document), (ii) any reference herein to any Person shall be construed to Pierre, South Dakota time; (o) references to specific persons, positions or officers shall include such Person’s successors and assignsthose who or which succeed to or perform their respective functions, duties or responsibilities referred to in the Loan proceedings; (iiip) the words terms “herein,” “hereunder,” “hereby,” “hereto”, “herein,” “hereof” and “hereunder,” and words of any similar import when used in any Credit Document, shall be construed to terms refer to such Credit Document in its entirety this Loan Agreement as a whole and not to any particular provision hereof article, section or thereof, (iv) all references in a Credit Document to Sections, Exhibits, Appendices and Schedules shall be construed to refer to Sections ofsubdivision hereof, and Exhibits, Appendices and Schedules tothe term “heretofore” means before the date of execution of this Loan Agreement, the Credit Document in which such references appear, term “now” means at the date of execution of this Loan Agreement and the term “hereafter” means after the date of execution of this Loan Agreement; and (vq) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to payments of principal include any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have premium payable on the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rightsdate.

Rules of Interpretation. For purposes herein: (a) The definitions of terms herein in the appropriate context, each term, whether stated in the singular or the plural, shall apply equally to include both the singular and plural forms of the terms defined. Whenever plural, and pronouns stated in the context may requiremasculine, any pronoun feminine, or neuter gender shall include the corresponding masculine, feminine feminine, and the neuter forms. The 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 exhibit having been Filed or to be Filed shall mean that document or exhibit, as it may thereafter be amended, restated, supplemented, or otherwise modified in accordance with the terms of the Plan; (d) unless otherwise specified, all references herein to “Articles” are references to Articles of the Plan or hereto; (e) unless otherwise stated, the words “herein,” “hereof,” and ‘‘hereto’’ refer to the Plan in its entirety rather than to a particular portion of the Plan; (f) 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,” and variations thereof, shall not be deemed to be terms of limitation, and shall be deemed to be followed by the phrase words “without limitation”. The word “will;” (h) the rules of construction set forth in section 102 of the Bankruptcy Code shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, apply; (i) any definition 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 case may be; (j) any docket number references in the Plan shall refer to the docket number of any document Filed with the Bankruptcy Court in the Chapter 11 Cases; (k) any effectuating provisions may be interpreted by the Reorganized Debtors in such a manner that is consistent with the overall purpose and intent of the Plan all without further notice to or reference to any agreementaction, instrument order, or other document shall be construed as referring to such agreement, instrument approval of the Bankruptcy Court or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Credit Document)Entity, and such interpretation shall control; (iil) except as otherwise provided, any reference herein references to any Person the Effective Date shall be construed to include such Person’s successors mean the Effective Date or as soon as reasonably practicable thereafter; and assigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision hereof or thereof, (ivm) all references in a Credit Document herein to Sectionsconsent, Exhibitsacceptance, Appendices and Schedules or approval shall be construed deemed to refer to Sections ofinclude the requirement that such consent, and Exhibitsacceptance, Appendices and Schedules toor approval be evidenced by a writing, which may be conveyed by counsel for the Credit Document in which respective parties that have such references appearconsent, (v) any reference to any law shall include all statutory and regulatory rulesacceptance, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and propertiesapproval rights, including cash, securities, accounts and contract rightsby electronic mail.

Rules of Interpretation. (a) The definitions Except as otherwise provided in this Agreement, each Party hereby agrees and acknowledges that the following rules of terms herein interpretation shall apply equally to this Agreement: (i) the singular includes the plural and the plural forms of includes the singular; (ii) the word “or” is not exclusive; (iii) a reference to a law or governmental rule includes any amendment or modification to such law or rule, and all regulations, rulings and other laws promulgated under such law or rule; (iv) a reference to a person includes its successors and permitted assigns; (v) accounting terms defined. Whenever have the context may require, any pronoun shall include meanings assigned to them by Generally Accepted Accounting Principles; (vi) the corresponding masculine, feminine and neuter forms. The words “include”, “includes” ”, and “including” are not limiting; (vii) Recitals, Exhibits, Schedules, Annexes, Appendices, or any attachment to this Agreement shall be deemed to be followed incorporated by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, reference into this Agreement; (iviii) any definition of or reference references to any agreementdocument, instrument or agreement (A) shall include all exhibits, schedules and other document attachments thereto, (B) shall be construed as referring to include all documents, instruments or agreements issued or executed in replacement thereof, and (C) shall mean such agreementdocument, instrument or other document agreement, or replacement or predecessor thereto, as amended, amended and restated, supplemented, and otherwise modified from time to time amended, supplemented or otherwise modified and in effect at any given time; (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iiiix) the words “heretohereof,” “herein”, “herein,” hereunder”, “hereof” and “hereunder,” hereby”, and words of similar import when used in any Credit Document, this Agreement shall be construed to refer to such Credit Document in its entirety this Agreement as a whole and not to any particular provision hereof or thereof, of this Agreement; (ivx) all references in a Credit Document to Sections, Exhibits, Appendices the words “will” and Schedules shall be construed to refer to Sections of, and Exhibits, Appendices and Schedules to, “shall” are used interchangeably with the Credit Document in which such references appear, same meaning; (vxi) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall“days” shall mean calendar days, unless the term “Business Days” is used; and (xi) references to a time of day shall mean such time in Salt Lake City, Utah, unless otherwise specified. Article, refer to such law or regulation as amended, modified or supplemented from time to timeSection and Paragraph headings, and (vi) the words “asset” footers have been inserted in this Agreement as a matter of convenience for reference only, such are not a part of this Agreement and “property” shall not be construed to have used in the same meaning and effect and to refer to interpretation of any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rightsprovision of this Agreement.

Rules of Interpretation. For purposes of this Plan: (a1) The definitions of terms herein in the appropriate context, each term, whether stated in the singular or the plural, shall apply equally to include both the singular and plural forms of the terms defined. Whenever plural, and pronouns stated in the context may requiremasculine, any pronoun feminine, or neuter gender shall include the corresponding masculine, feminine feminine, and the neuter forms. The 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 set forth in the TSA or the Merger 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 Plan, the TSA, the Merger Agreement, 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 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 created or 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) unless otherwise specified, the words “include”, “includes” and “including,” and variations thereof, shall not be deemed to be terms of limitation, and shall be deemed to be followed by the phrase words “without limitation”. The word ; (10) references to “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, “hereinshareholders,” “hereofdirectors,” and and/or “hereunderofficers” shall also include “members” and/or “managers,” as applicable, as such terms are defined under the applicable state limited liability company laws; (11) references to “Proofs of Claim,” “Holders of Claims,” “Disputed Claims,” and words the like shall include “Proofs of similar import when Interest,” “Holders of Interests,” “Disputed Interests,” and the like, as applicable; (12) 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 of the Plan; (13) unless otherwise specified herein, the rules of construction set forth in section 102 of the Bankruptcy Code shall apply; (14) any term used in any Credit Documentcapitalized 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, shall be construed to refer to such Credit Document in its entirety and not to any particular provision hereof or thereof, as the case may be; (iv15) all references to docket numbers of documents Filed in a Credit Document the Chapter 11 Cases are references to Sections, Exhibits, Appendices and Schedules shall be construed the docket numbers under the Court’s CM/ECF system; (16) all references to refer to Sections of, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rulesstatutes, regulations, orders orders, rules of courts, and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation the like shall mean as amended, modified or supplemented amended from time to time, and as applicable to the Chapter 11 Cases, unless otherwise stated; (vi17) any immaterial effectuating provisions may be interpreted by the words “asset” Reorganized Debtors in such a manner that is consistent with the overall purpose and “property” shall intent of the Plan all without further notice to or action, order, or approval of the Court or any other Entity; and (18) unless otherwise specified, any action to be construed to have taken on the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rightsEffective Date may be taken on or as soon as reasonably practicable thereafter.

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other 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 Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision hereof or thereof, (iv) all references in a Credit Document to Sections, Exhibits, Appendices and Schedules shall be construed to refer to Sections of, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

Rules of Interpretation. Unless the context requires otherwise: (a) The definitions of terms herein shall apply equally unless the context clearly intends to the contrary, the singular includes the plural and plural forms of the vice versa, (b) terms defined. Whenever the context may requiredefined in a given number, any pronoun tense or form shall include have the corresponding masculinemeanings when used with initial capitals in another number, feminine tense or form, (c) unless otherwise stated, words in Exhibits 1, 3, 7, 16, 22, 23, 26 and neuter forms. The 27 which have well known technical or construction industry meanings are used in accordance with such recognized meanings, (d) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase words “without limitation”. The word “will” and unless otherwise specified shall not be construed to have deemed limited by the same meaning and effect as the word “shall”. Unless the context requires otherwisespecific enumeration of items, (ie) any definition of or reference unless otherwise specified, references to any agreement“Sections”, instrument or other document shall be construed as referring “Schedules” and “Exhibits” are to such agreementsections, instrument or other document as from time schedules and exhibits to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Credit Document)this Agreement, (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iiif) the words “herein”, “hereof”, “hereto”, “herein,hereinafter” “hereofhereunder” and “hereunder,” and words other terms of similar like import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety this Agreement as a whole and not to any particular provision hereof section or thereofsubsection of this Agreement, (ivg) all references a reference to a Person in a Credit Document to Sections, Exhibits, Appendices this Agreement or any other agreement or document shall include such Person's successors and Schedules shall be construed to refer to Sections of, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appearpermitted assigns, (vh) any references to this Agreement include a reference to any law shall include all statutory schedules and regulatory rulesexhibits hereto, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as the same may be amended, modified modified, supplemented or supplemented replaced from time to time, (i) without adversely impacting Contractor's remedies regarding a Change In Law, references to Applicable Law or Applicable Permit are references to the Applicable Law or Applicable Permit, as applicable, as now or at any time hereafter may be in effect, together with all amendments and supplements thereto and any Applicable Law or Applicable Permit substituted for or superseding such statute or regulation, (j) without adversely impacting the rights of either Party with respect to the amendment, restatement or replacement of any agreement under which such Party shall be liable hereunder, references to agreements, certificates, documents and other legal instruments include all subsequent amendments thereto, and changes to, and restatements or replacements of, such agreements, certificates or instruments that are duly entered into and effective against the parties thereto or their successors and permitted assigns, (k) a reference to a Governmental Authority includes an entity or officer that or who succeeds to substantially the same functions as performed by such Governmental Authority as of the date hereof, (l) “shall” and “will” mean “must” and have equal force and effect and express an obligation, (m) this Agreement will be construed as if drafted jointly by the Parties and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any provision in this Agreement, (n) the word “or” in this Agreement is disjunctive but not necessarily exclusive, (o) references in this Agreement to time periods in terms of a certain number of Days mean calendar Days unless expressly stated herein to be Business Days, (p) headings used in this Agreement are for ease of reference only and shall not be taken into account in the interpretation or construction of the provisions of this Agreement, and (viq) the words “assetdollar”, “dollars” or “money” and the symbol “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 rightseach mean United States Dollars.

Rules of Interpretation. (a) The definitions of 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 apply equally have the meanings given to the singular them under, and plural forms all accounting determinations hereunder shall be made in accordance with, GAAP. Unless otherwise specified, all references herein to “Articles,” “Sections,” “Exhibits,” “Annexes” or “Schedules” are to Articles, Sections, Exhibits, Annexes or Schedules of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter formsthis Agreement. The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.” The words “hereof,” “herein,” “hereunder” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “Shall” and “will” mean “must,” and shall be construed to and will have the same meaning equal force and effect as 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 word “shall”meaning or interpretation of this Agreement. Unless the context requires otherwise, (i) any definition of or reference References herein to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document this Agreement mean this Agreement as from time to time amended, supplemented modified or otherwise modified (subject supplemented, including by waiver or consent. Any agreement or instrument defined or referred to any restrictions on such amendments, supplements or modifications set forth herein or in any other Credit Document), (ii) any reference agreement or instrument that is referred to herein means such agreement or instrument as from time to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision hereof or thereof, (iv) all references in a Credit Document to Sections, Exhibits, Appendices and Schedules shall be construed to refer to Sections of, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as time amended, modified or supplemented from time 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 this Agreement to “consistent with past practice” shall mean consistent with past practice including as to time, frequency and (vi) the words amount. References in this Agreement to “asset” and “propertyconsummation of an IPO” shall be construed to have mean the same meaning and date of consummation of the IPO without giving effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rightsover-allotment option.

Rules of Interpretation. Unless the context otherwise clearly requires: (a) The definitions of terms herein a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall apply equally to include the singular and plural forms of the terms defined. Whenever plural, and pronouns stated in either the context may requiremasculine, any pronoun feminine or neuter shall include the corresponding masculine, feminine and neuter forms. The words neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include”, “includes” and or “including” or similar expressions shall be deemed to be followed by the phrase mean “including without limitation”. The word ; (f) all references in this Agreement to designated “willArticles,” shall be construed “Sections,” “paragraphs,” “clauses” and other subdivisions are to have the same meaning designated Articles, Sections, paragraphs, clauses and effect other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as the word “shall”. Unless the context requires otherwisea whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (ig) any definition of or reference to any agreement, instrument instrument, document, statute or other document regulation herein shall be construed as referring to such agreement, instrument instrument, document, statute or other document regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein. This Agreement is among financially sophisticated and knowledgeable parties and is entered into by the parties in reliance upon the economic and legal bargains contained herein and shall be interpreted and construed in a fair and impartial manner without regard to such factors as the party who prepared, or cause the preparation of, this Agreement or the relative bargaining power of the parties. Wherever in this Agreement a Member is empowered to take or make a decision, direction, consent, vote, determination, election, action or approval in its capacity as such under this Agreement, such Member is entitled to consider, favor and further such interests and factors as it desires, including its own interests, and has no duty or obligation to consider, favor or further any interest of any other Credit Document)Person, (ii) any reference herein except to any Person shall be construed the extent provided in other agreements to include such Person’s successors and assigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision hereof or thereof, (iv) all references in a Credit Document to Sections, Exhibits, Appendices and Schedules shall be construed to refer to Sections of, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rightsMember is a party.

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. .” The word “will” shall be construed to have the same meaning and effect as the word “shall”. .” Unless the context requires otherwise, otherwise (ia) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Credit Documentherein), (iib) any reference herein to any Person shall be construed to include such Person’s successors and assignsassigns (subject to any restrictions on assignments as set forth herein), (iiic) the words “heretoherein”, “herein,” “hereof” and “hereunder,” ”, and words of similar import when used in any Credit Documentimport, shall be construed to refer to such Credit Document this Agreement in its entirety and not to any particular provision hereof or thereofhereof, (ivd) all references in a Credit Document herein to Articles, Sections, Exhibits, Appendices Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits, Appendices Exhibits and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timethis Agreement, and (vie) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Unless otherwise noted, all references to currency in this Agreement and in the other Loan Documents are references to U.S. Dollars.

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other 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 Credit Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Loan Document, shall be construed to refer to such Credit Loan Document in its entirety and not to any particular provision hereof or thereof, (iv) all references in a Credit Loan Document to Sections, Exhibits, Appendices and Schedules shall be construed to refer to Sections of, and Exhibits, Appendices and Schedules to, the Credit Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

Rules of Interpretation. For purposes of this Plan: (a1) The definitions of terms herein in the appropriate context, each term, whether stated in the singular or the plural, shall apply equally to include both the singular and plural forms of the terms defined. Whenever plural, and pronouns stated in the context may requiremasculine, any pronoun feminine, or neuter gender shall include the corresponding masculine, feminine feminine, and the neuter forms. The 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) unless otherwise specified, the words “include”, “includes” and “including,” and variations thereof, shall not be deemed to be terms of limitation, and shall be deemed to be followed by the phrase words “without limitation”. The word “will;” (9) 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; (10) 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 of the Plan; (11) unless otherwise specified herein, the rules of construction set forth in section 102 of the Bankruptcy Code shall apply; (12) 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 same meaning and effect assigned to that term in the Bankruptcy Code or the Bankruptcy Rules, as the word “shall”. Unless the context requires otherwise, case may be; (i) any definition of or reference to any agreement, instrument or other 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 Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision hereof or thereof, (iv13) all references to docket numbers of documents Filed in a Credit Document the Chapter 11 Cases are references to Sections, Exhibits, Appendices and Schedules shall be construed the docket numbers under the Bankruptcy Court’s CM/ECF system; (14) all references to refer to Sections of, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rulesstatutes, regulations, orders orders, rules of courts, and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation the like shall mean as amended, modified or supplemented amended from time to time, and as applicable to the Chapter 11 Cases, unless otherwise stated; (vi15) any immaterial effectuating provisions may be interpreted by the words “asset” Reorganized Debtors in such a manner that is consistent with the overall purpose and “property” shall intent of the Plan all without further notice to or action, order, or approval of the Bankruptcy Court or any other Entity; and (16) all references herein to consent, acceptance, or approval may be construed to conveyed by counsel for the respective parties that have the same meaning and effect and to refer to any and all tangible and intangible assets and propertiessuch consent, acceptance, or approval rights, including cash, securities, accounts and contract rightsby electronic mail.

Rules of Interpretation. Unless the context otherwise clearly requires: (a) The definitions of terms herein a term has the meaning assigned to it in this Agreement; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall apply equally to include the singular and plural forms of the terms defined. Whenever plural, and pronouns stated in either the context may requiremasculine, any pronoun feminine or neuter shall include the corresponding masculine, feminine and neuter forms. The words neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include”, “includes” and or “including” or similar expressions shall be deemed to be followed by the phrase mean “including without limitation”. The word ; (f) all references in this Agreement to designated “willArticles,” shall be construed “Sections,” “Schedules,” “ “paragraphs,” “clauses” and other subdivisions are to have the same meaning designated Articles, Sections, Schedules, paragraphs, clauses and effect other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as the word “shall”. Unless the context requires otherwisea whole and not to any particular Article, Section, Schedule, Exhibit, paragraph, clause or other subdivision; and (ig) any definition of or reference to any agreement, instrument instrument, document, statute or other document regulation herein shall be construed as referring to such agreement, instrument instrument, document, statute or other document regulation as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein). This Agreement is among financially sophisticated and knowledgeable parties and is entered into by the parties in reliance upon the economic and legal bargains contained herein and shall be interpreted and construed in a fair and impartial manner without regard to such factors as the party who prepared, or cause the preparation of, this Agreement or the relative bargaining power of the parties. Wherever in this Agreement a Member or other Person is empowered to take or make a decision, direction, consent, vote, determination, election, action or approval, such Member or Person is entitled to consider, favor and further such interests and factors as it desires, including its own interests, and has no duty or obligation to consider, favor or further any other Credit Document)interest of the Company, (ii) any reference herein Subsidiary of the Company or any other Member or Person. Wherever in this Agreement a Member is permitted or required to any Person shall be construed to include such Person’s successors and assigns, (iii) the words make a decision or determination or take an action in its “hereto”, discretion” or its “hereinjudgment,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to that means that such Credit Document Member may take that decision in its entirety and not “sole discretion” or “sole judgment” without regard to the interests of any particular provision hereof or thereof, (iv) all references in a Credit Document to Sections, Exhibits, Appendices and Schedules shall be construed to refer to Sections of, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rightsother Person.

Rules of Interpretation. Unless otherwise required by the context in which any term appears: (a) The definitions of capitalized terms herein used in this Agreement shall apply equally to have the meanings specified in this Article 1; (b) the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculineplural and vice versa; (c) references to “Articles,” “Sections,” or “Exhibits” shall be to articles, feminine sections, or Exhibits hereof, unless otherwise specified; (d) all references to a particular Person in any capacity shall be deemed to refer also to such Person’s authorized agents, successors and neuter forms. The permitted assigns in such capacity; (e) the words “herein,” “hereof” and “hereunder” shall refer to this Agreement as a whole and not to any particular section or subsection hereof; (f) the words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” and shall not be construed to mean that the examples given are an exclusive list of the topics covered; (g) all accounting terms not specifically defined herein shall be construed in accordance with Generally Accepted Accounting Principles; (h) references to have this Agreement shall include a reference to all exhibits hereto, as the same meaning and effect as the word “shall”. Unless the context requires otherwisemay be amended, modified, supplemented or replaced from time to time; (i) any definition of or reference references to any agreement, document or instrument or other document shall be construed as referring at a particular time to refer to such agreement, document or instrument or other document as from time to time the same may be amended, modified, supplemented or otherwise modified replaced as of such time; (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iiij) the words “hereto”, “herein,” “hereof” masculine shall include the feminine and “hereunder,” neuter and words of similar import when used in any Credit Document, vice versa; and (k) references to a Law shall be construed to refer mean a reference to such Credit Document in its entirety and not to any particular provision hereof or thereof, (iv) all references in a Credit Document to Sections, Exhibits, Appendices and Schedules shall Law as the same may be construed to refer to Sections of, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified modified, supplemented or supplemented restated and be in effect from time to time. The Parties collectively have prepared this Agreement, and (vi) none of the words “asset” and “property” provisions hereof shall be construed to have against one Party on the same meaning and effect and to refer to ground that such Party is the author of this Agreement or any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rightspart hereof.

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. .” The word “will” shall be construed to have the same meaning and effect as the word “shall”. .” Unless the context requires otherwise, otherwise (ia) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Credit Documentherein), (iib) any reference herein to any Person shall be construed to include such Person’s successors and assignsassigns (subject to any restrictions on assignments as set forth herein), (iiic) the words “heretoherein”, “herein,” “hereof” and “hereunder,” ”, and words of similar import when used in any Credit Documentimport, shall be construed to refer to such Credit Document this Agreement in its entirety and not to any particular provision hereof or thereofhereof, (ivd) all references in a Credit Document herein to Articles, Sections, Exhibits, Appendices Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits, Appendices Exhibits and Schedules to, the Credit Document in which such references appearthis Agreement, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vie) 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 rightsrights and (f) the word “or” shall not be exclusive and shall be deemed to have the inclusive meaning given by “and/or”. Unless otherwise noted, all references to currency in this Agreement and in the other Loan Documents are references to U.S. Dollars.

Rules of Interpretation. Unless the context requires otherwise or unless otherwise stated: (a) The definitions of terms herein shall apply equally to the singular includes the plural and plural forms of the vice versa, (b) terms defined. Whenever the context may requiredefined in a given number, any pronoun tense or form shall include have the corresponding masculinemeanings when used with initial capitals in another number, feminine and neuter forms. The tense or form, (c) words in the Exhibits which have well known technical or construction industry meanings are used in accordance with such recognized meanings, (d) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase words “without limitation”. The word “will” and unless otherwise specified shall not be construed to have deemed limited by the same meaning and effect as the word “shall”. Unless the context requires otherwisespecific enumeration of items, (ie) references to “Sections”, “Schedules” and “Exhibits” are to sections, schedules and exhibits to this Agreement, (f) the words “herein”, “hereof”, “hereto”, “hereinafter” “hereunder” and other terms of like import refer to this Agreement as a whole and not to any definition particular section or subsection of or this Agreement, (g) a reference to a Person in this Agreement or any agreement, instrument other agreement or other 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 Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (iiih) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed references to refer to such Credit Document in its entirety and not to any particular provision hereof or thereof, (iv) all references in this Agreement include a Credit Document to Sections, Exhibits, Appendices and Schedules shall be construed to refer to Sections of, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory schedules and regulatory rulesexhibits hereto, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as the same may be amended, modified modified, supplemented or supplemented replaced from time to time, (i) references to Applicable Law or Applicable Permit are references to the Applicable Law or Applicable Permit, as applicable, as now or at any time hereafter may be in effect, together with all amendments and supplements thereto and any Applicable Law or Applicable Permit substituted for or superseding such statute or regulation, (j) without adversely impacting the rights of either Party with respect to the amendment, restatement or replacement of any agreement under which such Party shall be liable hereunder, references to agreements, certificates, documents and other legal instruments include all subsequent amendments thereto, and changes to, and restatements or replacements of, such agreements, certificates or instruments that are duly entered into and effective against the parties thereto or their successors and permitted assigns, (k) a reference to a Governmental Authority includes an entity or officer that or who succeeds to substantially the same functions as performed by such Governmental Authority as of the date hereof, (l) “shall” and “will” mean “must” and have equal force and effect and express an obligation, (m) this Agreement will be construed as if drafted jointly by the Parties and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any provision in this Agreement, (n) the word “or” in this Agreement is disjunctive but not necessarily exclusive, (o) references in this Agreement to time periods in terms of a certain number of Days mean calendar Days unless expressly stated herein to be Business Days, (p) headings used in this Agreement are for ease of reference only and shall not be taken into account in the interpretation or construction of the provisions of this Agreement, and (viq) the words “assetdollar”, “dollars” or “money” and the symbol “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 rightseach mean United States Dollars.

Rules of Interpretation. Unless the context otherwise clearly requires: (a) The definitions of terms herein a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall apply equally to include the singular and plural forms of the terms defined. Whenever plural, and pronouns stated in either the context may requiremasculine, any pronoun feminine or neuter shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “including” shall be deemed to be followed by the phrase “without limitation”. The word ; (f) all references in this Agreement to designated “willArticles,” shall be construed “Sections,” “paragraphs,” “clauses” and other subdivisions are to have the same meaning designated Articles, Sections, paragraphs, clauses and effect other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as the word “shall”. Unless the context requires otherwisea whole and not to any particular Article, Section, paragraph, clause or other subdivision; (ig) any definition of or reference to any agreement, instrument instrument, document, statute, rule or other document regulation herein shall be construed as referring to such agreement, instrument instrument, document, statute, rule or other document regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Credit Document), herein) and (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iiih) the words word “hereto”, “herein,” “hereofextent” and the phrase “hereunder,to the extent” and words of similar import when used in any Credit Documentthis Agreement shall mean the degree to which a subject or other thing extends, and such word or phrase shall not merely mean “if.” This Agreement is among financially sophisticated and knowledgeable Persons and is entered into by such Persons in reliance upon the economic and legal bargains contained herein and shall be interpreted and construed to refer in a fair and impartial manner without regard to such Credit Document in its entirety and not to any particular provision hereof factors as the Person who prepared, or thereof, (iv) all references in a Credit Document to Sections, Exhibits, Appendices and Schedules shall be construed to refer to Sections cause the preparation of, this Agreement or the relative bargaining power of such Persons. Subject to applicable law, wherever in this Agreement a Stockholder is empowered to take or make a decision, direction, consent, vote, determination, election, action or approval, such Stockholder is entitled to consider, favor and Exhibitsfurther such interests and factors as it desires, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timeincluding its own interests, and (vi) has no duty or obligation to consider, favor or further any other interest of the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to Company, any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rightsSubsidiary or any other Stockholder.

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision hereof or thereof, (iv) all references in a Credit Document to Sections, Exhibits, Appendices and Schedules shall be construed to refer to Sections of, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

Rules of Interpretation. For purposes herein: (ai) The definitions of terms herein in the appropriate context, each term, whether stated in the singular or the plural, shall apply equally to include both the singular and plural forms of the terms defined. Whenever plural, and pronouns stated in the context may requiremasculine, any pronoun feminine, or neuter gender shall include the corresponding masculine, feminine feminine, and the neuter forms. The gender; (ii) except as otherwise provided herein, 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; (iii) except as otherwise provided, any reference herein to an existing document or exhibit having been Filed or to be Filed shall mean that document or exhibit, as it may thereafter be amended, restated, supplemented, or otherwise modified in accordance with the Plan; (iv) unless otherwise specified herein, all references herein to “Articles” are references to Articles of the Plan or hereto; (v) unless otherwise stated herein, the words “herein,” “hereof,” and “hereto’’ refer to the Plan in its entirety rather than to a particular portion of the Plan; (vi) 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; (vii) the words “include”, “includes” and “including,” and variations thereof, shall not be deemed to be terms of limitation, and shall be deemed to be followed by the phrase words “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, ; (iviii) any definition of or reference to any agreement, instrument or other 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 Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision hereof or thereof, (iv) all references in a Credit Document to Sections, Exhibits, Appendices and Schedules shall be construed to refer to Sections of, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, the rules of construction set forth in section 102 of the Bankruptcy Code shall apply to the Plan; (ix) 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 case may be; (x) any docket number references in the Plan shall refer to the docket number of any document Filed with the Bankruptcy Court in the Chapter 11 Cases; (xi) references to “Proofs of Claim,” “Holders of Claims,” “Disputed Claims,” and the like shall include “Proofs of Interest,” “Holders of Interests,” “Disputed Interests,” and the like as applicable; (xii) references to “shareholders,” “directors,” and/or “officers” shall also include “members” and/or “managers,” as applicable, as such law terms are defined under the applicable state limited liability company laws; (xiii) any immaterial effectuating provision may be interpreted by the Debtors, or regulation as amendedafter the Effective Date, modified the Reorganized Debtors (in consultation with the Plan Sponsors), in such a manner that is consistent with the overall purpose and intent of the Plan all without further notice to or supplemented from time to timeaction, order, or approval of the Bankruptcy Court or any other Entity; and (vixiv) except as otherwise provided, any references to the words “asset” and “property” Effective Date shall be construed to have mean the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rightsEffective Date or as soon as reasonably practicable thereafter.

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Credit Document)modified, (ii) any definition of or reference to any law shall be construed as referring to such law as from time to time amended and any successor thereto and the rules and regulations promulgated from time to time thereunder, (iii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (iiiiv) the words “heretoherein”, “herein,” “hereof” and “hereunder,” ”, and words of similar import when used in any Credit Documentimport, shall be construed to refer to such Credit Document this Guarantee and Security Agreement in its entirety and not to any particular provision hereof or thereofhereof, (ivv) all references in a Credit Document herein to Articles, Sections, Exhibits, Appendices Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits, Appendices Exhibits and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shallSupplement thereto, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timethis Guarantee and Security Agreement, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All references herein to provisions of the UCC shall include all successor provisions under any subsequent version or amendment to any Article of the UCC.

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other 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 Credit Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Loan Document, shall be construed to refer to such Credit Loan Document in its entirety and not to any particular provision hereof or thereof, (iv) all references in a Credit Loan Document to Sections, Exhibits, Appendices and Schedules shall be construed to refer to Sections of, and Exhibits, Appendices and Schedules to, the Credit Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts Accounts and contract rights. All Appendices, Exhibits and Schedules to this Agreement, as well as the preamble and recitals to this Agreement, shall be deemed an integral part of this Agreement and are incorporated by reference.

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. .” The word “will” shall be construed to have the same meaning and effect as the word “shall”. .” Unless the context requires otherwise, otherwise (ia) any definition of or reference to any Loan Document, agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Credit Documentherein), (iib) any reference herein to any Person person shall be construed to include such Personperson’s successors and assigns, (iiic) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Documentimport, shall be construed to refer to such Credit Document this Agreement in its entirety and not to any particular provision hereof or thereofhereof, (ivd) all references in a Credit Document herein to Sections, Exhibits, Appendices Sections and Schedules shall be construed to refer to Sections of, and Exhibits, Appendices of and Schedules to, the Credit Document in which such references appearthis Agreement, (ve) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, herein shall refer to such law or regulation as amended, modified or supplemented from time to time, time and (vif) 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 rightscontract.

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. .” The word “will” shall be construed to have the same meaning and effect as the word “shall”. .” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified (subject from time to time and any reference herein to any restrictions on such amendmentsstatute or regulations shall include any amendment, supplements renewal, extension or modifications set forth herein or in any other Credit Document)replacement thereof, (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assignsassigns from time to time, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Documentimport, shall be construed to refer to such Credit Document this Agreement in its entirety and not to any particular provision hereof or thereofhereof, (iv) all references in a Credit Document herein to SectionsArticles, Exhibits, Appendices Sections and Schedules Exhibits shall be construed to refer to Articles, Sections of, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appearExhibits of this Agreement, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.)

Rules of Interpretation. For purposes of this Plan: (a1) The definitions of terms herein in the appropriate context, each term, whether stated in the singular or the plural, shall apply equally to include both the singular and plural forms of the terms defined. Whenever plural, and pronouns stated in the context may requiremasculine, any pronoun feminine, or neuter gender shall include the corresponding masculine, feminine feminine, and the neuter forms. The 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 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 apply; (11) 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 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, regulations, orders, rules of courts, and the like shall mean as amended from time to time, and as applicable to the Chapter 11 Cases, unless otherwise stated; (14) the words “include”, “includes” and “including,” and variations thereof, shall not be deemed to be terms of limitation, and shall be deemed to be followed by the phrase words “without limitation”. The word ; (15) references to “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition Proofs of or reference to any agreement, instrument or other 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 Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, “hereinClaim,” “hereofholders of Claims,” and “hereunderDisputed Claims,” and words the like shall include “Proofs of similar import when used Interest,” “holders of Interests,” “Disputed Interests,” and the like, as applicable; (16) any immaterial effectuating provisions may be interpreted by the Reorganized Debtors in such a manner that is consistent with the overall purpose and intent of the Plan all without further notice to or action, order, or approval of the Bankruptcy Court or any Credit Document, shall be construed to refer to such Credit Document in its entirety other Entity; and not to any particular provision hereof or thereof, (iv17) all references in a Credit Document herein to Sectionsconsent, Exhibitsacceptance, Appendices and Schedules shall or approval may be construed to refer to Sections ofconveyed by counsel for the respective parties that have such consent, and Exhibitsacceptance, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and propertiesapproval rights, including cash, securities, accounts and contract rightsby electronic mail.

Rules of Interpretation. For purposes of this Prepackaged Plan: (a1) The definitions of terms herein in the appropriate context, each term, whether stated in the singular or the plural, shall apply equally to include both the singular and plural forms of the terms defined. Whenever plural, and pronouns stated in the context may requiremasculine, any pronoun feminine, or neuter gender shall include the corresponding masculine, feminine feminine, and the neuter forms. The 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 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 apply; (11) 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 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, regulations, orders, rules of courts, and the like shall mean as amended from time to time, and as applicable to the Chapter 11 Cases, unless otherwise stated; (14) the words “include”, “includes” and “including,” and variations thereof, shall not be deemed to be terms of limitation, and shall be deemed to be followed by the phrase words “without limitation”. The word ; (15) references to “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition Proofs of or reference to any agreement, instrument or other 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 Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, “hereinClaim,” “hereofholders of Claims,” and “hereunderDisputed Claims,” and words the like shall include “Proofs of similar import when used Interest,” “holders of Interests,” “Disputed Interests,” and the like, as applicable; (16) any immaterial effectuating provisions may be interpreted by the Reorganized 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, order, or approval of the Bankruptcy Court or any Credit Document, shall be construed to refer to such Credit Document in its entirety other Entity; and not to any particular provision hereof or thereof, (iv17) all references in a Credit Document herein to Sectionsconsent, Exhibitsacceptance, Appendices and Schedules shall or approval may be construed to refer to Sections ofconveyed by counsel for the respective parties that have such consent, and Exhibitsacceptance, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and propertiesapproval rights, including cash, securities, accounts and contract rightsby electronic mail.

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, Exhibit 10.1 feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other 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 Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision hereof or thereof, (iv) all references in a Credit Document to Sections, Exhibits, Annexes, Appendices and Schedules shall be construed to refer to Sections of, and Exhibits, Annexes, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

Rules of Interpretation. Unless the context otherwise clearly requires: (a) The definitions of terms herein a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall apply equally to include the singular and plural forms of the terms defined. Whenever plural, and pronouns stated in either the context may requiremasculine, any pronoun feminine or neuter shall include the corresponding masculine, feminine and neuter forms. The words neuter; (d) references to statutes or regulations are to such statutes and regulations as amended from time to time or, as applicable, any successor statute or regulation; (e) all references in this Agreement to “include”, “includes” and or “including” or similar expressions shall be deemed to be followed by the phrase mean “including without limitation”. The word ; (f) all references in this Agreement to designated “willArticles,” shall be construed “Sections,” “paragraphs,” “clauses” and other subdivisions are to have the same meaning designated Articles, Sections, paragraphs, clauses and effect other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as the word “shall”. Unless the context requires otherwisea whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (ig) any definition of or reference to any agreement, instrument instrument, document, statute or other document regulation herein shall be construed as referring to such agreement, instrument instrument, document, statute or other document regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). This Agreement is among financially sophisticated and knowledgeable parties and is entered into by the parties in reliance upon the economic and legal bargains contained herein or in any other Credit Document), (ii) any reference herein to any Person and shall be interpreted and construed to include such Person’s successors in a fair and assigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer impartial manner without regard to such Credit Document in its entirety and not to any particular provision hereof factors as the party who prepared, or thereof, (iv) all references in a Credit Document to Sections, Exhibits, Appendices and Schedules shall be construed to refer to Sections caused the preparation of, and Exhibits, Appendices and Schedules to, this Agreement or the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) relative bargaining power of 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 rightsparties.

Rules of Interpretation. Unless otherwise required by the context in which any term appears, in this Agreement: (ai) The definitions of capitalized terms herein used shall apply equally to have the meanings specified in this Section 1; (ii) the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculineplural and vice versa; (iii) references to “Sections,” “Schedules,” “Annexes,” “Appendices” or “Exhibits” (if any) shall be to sections, feminine schedules, annexes, appendices or exhibits hereof, unless otherwise specified; (iv) all references to a particular Person in any capacity shall be deemed to refer also to such Person’s authorized agents, successors and neuter forms. The permitted assigns in such capacity; (v) the words “herein,” “hereof” and “hereunder” shall refer to this Agreement as a whole and not to any particular section or subsection hereof; (f) the words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” and shall not be construed to mean that the examples given are an exclusive list of the topics covered; (vi) all accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles in the United States of America consistently applied; (vii) references to have this Agreement shall include a reference to all appendices, annexes, schedules and exhibits hereto, as the same meaning and effect as the word “shall”. Unless the context requires otherwisemay be amended, modified, supplemented or replaced from time to time; (iviii) any definition of or reference references to any agreement, document or instrument or other document shall be construed as referring at a particular time to refer to such agreement, document or instrument or other document as from time to time the same may be amended, modified, supplemented or otherwise modified replaced as of such time; (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iiiix) the words “hereto”, “herein,” “hereof” masculine shall include the feminine and “hereunder,” neuter and words of similar import when used vice versa; and (x) references to an applicable law or to legal requirements in any Credit Document, general shall be construed to refer mean a reference to such Credit Document in its entirety and not to any particular provision hereof or thereof, (iv) all references in a Credit Document to Sections, Exhibits, Appendices and Schedules shall be construed to refer to Sections of, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any applicable law or regulation shall, unless otherwise specified, refer to such law or regulation legal requirement as the same may be amended, modified modified, supplemented or supplemented restated and be in effect from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. The word "or" is not exclusive. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “"include”, “," "includes” " and “"including” " shall be deemed to be followed by the phrase “"without limitation”." Accounting terms have the meanings assigned to them by GAAP, as applied by the accounting entity to which they refer. The word “"will” " shall be construed to have the same meaning and effect as the word “"shall”. ." Unless the context requires otherwise, otherwise (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Credit Documenttherein), (ii) any reference herein to any Person person shall be construed to include such Personperson’s successors and assigns, (iii) the words “hereto”, “"herein,” “" "hereof” " and “"hereunder,” " and words of similar import when used in any Credit Documentimport, shall be construed to refer to such Credit Document this Agreement in its entirety and not to any particular provision hereof or thereofhereof, (iv) all references in a Credit Document herein to SectionsArticles, Exhibits, Appendices Sections and Schedules Exhibits shall be construed to refer to Articles and Sections of, and Exhibits, Appendices and Schedules Exhibits to, the Credit Document in which such references appearthis Agreement, and (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and time (vi) except to 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 rightsextent otherwise provided herein).

Rules of Interpretation. For purposes of the Plan, unless otherwise provided herein: (a) The definitions of terms herein shall apply equally to whenever it is appropriate from the context, each term, whether stated in the singular or the plural, includes both the singular and plural forms of the terms defined. Whenever plural; (b) unless otherwise provided in the context may requirePlan, any pronoun shall include reference in the corresponding masculinePlan to a contract, feminine and neuter forms. The words “include”instrument, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument release or other agreement or document being in a particular form or on particular terms and conditions means that such document shall be construed as referring to substantially in such agreement, instrument form or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions substantially on such amendments, supplements or modifications set forth herein or in any other Credit Document), terms and conditions; (iic) any reference herein in the Plan to any Person shall an existing document or Exhibit Filed or to be construed to include Filed means such Person’s successors and assignsdocument or Exhibit, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall as it may have been or may be construed to refer to such Credit Document in its entirety and not to any particular provision hereof or thereof, (iv) all references in a Credit Document to Sections, Exhibits, Appendices and Schedules shall be construed to refer to Sections of, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time pursuant to timethe Plan, Confirmation Order or otherwise; (d) any reference to an Entity as a Holder of a Claim or Interest includes that Entity's successors, assigns and affiliates; (vie) all references in the Plan to Sections, Articles and Exhibits are references to Sections, Articles and Exhibits of or to the Plan; (f) the words “asset” "herein," "hereunder" and “property” "hereto" refer to the Plan in its entirety rather than to a particular portion of the Plan; (g) captions and headings to Articles and Sections are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of the Plan; (h) subject to the provisions of any contract, articles or certificates of incorporation, bylaws, codes of regulation, similar constituent documents, instrument, release or other agreement or document entered into or delivered in connection with the Plan, the rights and obligations arising under the Plan shall be governed by, and construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and propertiesenforced in accordance with, federal law, including cash, securities, accounts the Bankruptcy Code and contract rightsthe Bankruptcy Rules; and (i) the rules of construction set forth in section 102 of the Bankruptcy Code (other than subsection (5) thereof) shall apply to the extent not inconsistent with any other provision of this Section I.B.1.

Rules of Interpretation. (a) The definitions of A reference to any formation document, governing document, agreement or other contractual instrument, including the Loan Documents, shall include such document, agreement or instrument as amended, restated, modified or supplemented from time to time in accordance with its terms herein shall apply equally to the singular and plural forms of the terms definedof this Agreement. Whenever (b) The singular includes the context may requireplural and the plural includes the singular. (c) Unless otherwise expressly provided herein, references to any pronoun constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits, licenses, approvals, interpretations and orders shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such constitution, law, statute, ordinance, rules, treaty, regulation, permit, license, approval, interpretation and order. (d) A reference to any Person includes its permitted successors and permitted assigns and in the corresponding masculineevent any Borrower or a Guarantor is a limited liability company and shall undertake an LLC Division (any such LLC Division being a violation of this Agreement), feminine and neuter formsshall 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, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”. (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) “Section”, “Annex”, “clause”, “Schedule” and “Exhibit” references are to this Agreement unless otherwise specified. (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 GAAP after the date hereof or any other change in accounting procedures pursuant to Section 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 Parent or Administrative Agent, Borrowers, Guarantors, 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 52 US_Active\120558968\V-3 US_ACTIVE\122519032\V-4 such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Loan Parties as in effect prior to such accounting change, as determined by the Majority Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by Borrowers, Administrative Agent and the 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 and no Event of Default shall be deemed to be followed by the phrase “without limitation”have occurred solely as a result of such change. The word “will” (l) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed construed, and all computations of amounts and ratios referred to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, herein shall be made (i) any definition of or reference without giving effect to any agreement, instrument election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other document shall be construed liabilities of a Person or any of its Subsidiaries at “fair value”, as referring to such agreementdefined therein, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Credit Document), and (ii) without giving effect to any reference 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 2.10(d)(iv), 2.12(c)(iii), 10.1(g) and 11.1 shall not apply with respect to any such representations and warranties. (n) Unless otherwise specified, all references herein to any Person times of day shall be construed references to Eastern time (daylight or standard, as applicable). (o) Any Person referred to herein in respect of, or in connection with, any document, agreement or instrument shall include such Person’s successors and assignsassigns in such capacity thereunder, to the extent such succession or assignment is permitted hereunder. (p) For all purposes under the Loan Documents, in connection with any LLC Division: (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 deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such 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. (q) The interest rate on Loans denominated in Dollars may be determined by reference to a benchmark rate that is, or may in the future become, the subject of regulatory reform or cessation. Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (iiia) the words “hereto”continuation of, “herein,” “hereof” administration of, submission of, calculation of or any other matter related to USD LIBOR (as defined in Section 4.15) or with respect tothe Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or any component definition thereof or rates referred to in the definition thereof, or any alternative or, successor benchmark thereto, or replacement rate therefor or thereofthereto (including any Benchmark Replacement), including, without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 4.15, (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, USD LIBOR or any other benchmark or have the same volume or liquidity as 53 US_Active\120558968\V-3 US_ACTIVE\122519032\V-4 did USD LIBOR, the Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR or any other benchmarkBenchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. Administrative Agent and “hereunder,” and words its affiliates or other related entities may engage in transactions that affect the calculation of similar import when used the Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in any Credit Documenteach case, shall be construed in a manner adverse to refer to such Credit Document the Borrowers. Administrative Agent may select information sources or services in its entirety and not reasonable good faith discretion to ascertain the Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR or any particular provision hereof or thereofother Benchmark, (iv) all references in a Credit Document each case pursuant to Sections, Exhibits, Appendices and Schedules shall be construed to refer to Sections ofthe terms of this Agreement, and Exhibitsshall have no liability to the Borrowers, Appendices any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and Schedules towhether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service. Administrative Agent will, in keeping with industry practice, continue using its current rounding practices in connection with the Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, the Credit Document in which such references appearTerm SOFR Reference Rate, (v) any reference Adjusted Term SOFR or Term SOFR. In connection with the use or administration of Daily Simple SOFR and Term SOFR, Administrative Agent will have the right to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented make Conforming Changes from time to timetime and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. Administrative Agent will promptly notify the Borrowers and (vi) the words “asset” Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Daily Simple SOFR 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.Term SOFR. Section 1.3

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. .” The word “will” shall be construed to have the same meaning and effect as the word “shall”. .” Unless the context requires otherwise, otherwise (ia) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Credit Documentherein), (iib) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iiic) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Documentimport, shall be construed to refer to such Credit Document this Security Agreement in its entirety and not to any particular provision hereof or thereofhereof, (ivd) all references in a Credit Document herein to Articles, Sections, Exhibits, Appendices Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits, Appendices Exhibits and Schedules to, the Credit Document in which such references appearthis Security Agreement, (ve) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vif) 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. All references herein to provisions of the UCC shall include all successor provisions under any subsequent version or amendment to any Article of the UCC.

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other 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 Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision hereof or thereof, (iv) all references in a Credit Document to Sections, Exhibits, Appendices and Schedules shall be construed to refer to Sections of, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. (b) The terms lease and license shall include sub-lease and sub-license. (c) All terms not specifically defined herein or by GAAP, which terms are defined in the UCC, shall have the meanings assigned to them in the UCC of the relevant jurisdiction, with the term “instrument” being that defined under Article 9 of the UCC of such jurisdiction. (d) 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”. (e) To the extent that any of the representations and warranties contained in Section 6 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 5.2(c) and the qualifier “in any material respect” contained in Section 9.1(d) shall not apply.

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other 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 Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision hereof or thereof, (iv) all references in a Credit Document to Sections, Exhibits, Appendices and Schedules shall be construed to refer to Sections of, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.. (b) The terms lease and license shall include sub-lease and sub-license. (c) All terms not specifically defined herein or by GAAP, which terms are defined in the UCC, shall have the meanings assigned to them in the UCC of the relevant jurisdiction, with the term “instrument” being that defined under Article 9 of the UCC of such jurisdiction. (d) 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”. (e) To the extent that any of the representations and warranties contained in Section 6 under this Agreement or in any of the other Credit Documents is qualified by “Material Adverse Effect” or another “materiality” standard, the qualifiers “in all material respects” and “in any material respect” in relation to the making of representations and warranties (whether contained in Section 2.1, 5.1, 5.2, 9.1(d) or otherwise) shall not apply. (f) This Agreement and the other Credit Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Agents 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 any of the Agents or any of the Lenders merely on account of any Agent’s or any Lender’s involvement in the preparation of such documents. (g) Unless otherwise indicated, all references to a specific time shall be construed to Eastern Standard Time or Eastern Daylight Savings Time, as the case may be. Unless otherwise expressly provided herein, all references to dollar amounts and “$” shall mean Dollars. (h) 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 at such time (after giving effect to any

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. .” The word “will” shall be construed to have the same meaning and effect as the word “shall”. .” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified (subject from time to time and any reference herein to any restrictions on such amendmentsstatute or regulation shall include any amendment, supplements renewal, extension or modifications set forth herein or in any other Credit Document)replacement thereof, (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assignsassigns from time to time, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Documentimport, shall be construed to refer to such Credit Document this Agreement in its entirety and not to any particular provision hereof or thereofhereof, (iv) all references in a Credit Document herein to SectionsArticles, Exhibits, Appendices Sections and Schedules Annexes shall be construed to refer to Articles, Sections of, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appearAnnexes of this Agreement, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specifiedexpressly qualified herein, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rightsrights and (vi) the term “or” is not exclusive.

Rules of Interpretation. (a) The definitions of terms herein in this Agreement shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words word “include”including” (and, with correlative meaning, “includes” and ”) shall mean “including” shall be deemed to be followed by the phrase “including without limitation”. The word “will.” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwiseotherwise requires, (i) any definition of or reference references in this Agreement to any agreement, instrument or other document shall be construed as referring deemed to refer to such agreement, instrument or other document as from time to time amended, supplemented restated, supplemented, modified, renewed or otherwise modified (subject extended; any references to any restrictions on such amendments, supplements or modifications set forth herein or in any other Credit Document), (ii) any reference herein to any Person Laws shall be construed deemed to include refer to such PersonLaws as they may be amended from time to time after the Effective Date; any references to a Party shall be deemed to refer to such Party’s permitted successors and assigns, (iii) ; the words “hereto”, “herein,” “hereof” and ”, “hereunder,” and words of similar import when used in any Credit Document, shall be construed deemed to refer to such Credit Document this Agreement in its entirety and not to any particular provision hereof or thereof, (iv) hereof; and all references in a Credit Document to Sections, Exhibits, Sections or Appendices and Schedules shall be construed deemed to refer to Sections of, and Exhibits, of or Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” this Agreement. This Agreement shall be construed without regard to have the same meaning identity of the Person who drafted its various provisions, and effect each and every provision of this Agreement shall be construed as though the Parties participated equally in drafting it. Consequently, the Parties acknowledge and agree that any rule of construction that a document is to refer be construed against the drafting Party shall not be applicable to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rightsthis Agreement.

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. .” The word “will” shall be construed to have the same meaning and effect as the word “shall”. .” Unless the context requires otherwise, otherwise (i) any definition of or reference to any agreement, instrument or other document (including any Organizational Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, ,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision hereof or thereof, (iv) all references in a any Credit Document to Articles, Sections, Exhibits, Appendices and Schedules shall be construed to refer to Articles and Sections of, and Exhibits, Appendices Exhibits and Schedules to, the Credit Document in which 7947999.1 such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all assets and property, real and personal, tangible and intangible assets and propertiesintangible, including cash, securities, accounts and contract rights, (vii) the terms lease and license shall include sub-lease and sub-license and (viii) the word “documented” means such documentation as may be customary, reasonable and appropriate in light of the circumstances.

Rules of Interpretation. (ac) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other 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 Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision hereof or thereof, (iv) all references in a Credit Document to Sections, Exhibits, Appendices and Schedules shall be construed to refer to Sections of, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

Rules of Interpretation. For purposes of this Plan: (a1) The definitions of terms herein in the appropriate context, each term, whether stated in the singular or the plural, shall apply equally to include both the singular and plural forms of the terms defined. Whenever plural, and pronouns stated in the context may requiremasculine, any pronoun feminine, or neuter gender shall include the corresponding masculine, feminine feminine, and the neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, gender; (i) any definition of or reference to any agreement, instrument or other 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 Credit Document), (ii2) any reference herein to any Person 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 construed substantially in that form or substantially on those terms and conditions; (3) any reference herein to include such Personan 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; (iii6) unless otherwise specified, all references herein to exhibits are references to exhibits in the Plan Supplement; (7) unless otherwise specified, the words “hereto”, “herein,” “hereof,” and “hereunder,hereto” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document 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, bylaw, 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 the Bankruptcy Rules; (9) captions and headings to Articles are inserted for convenience of reference only and are not intended to any particular provision hereof be a part of or thereofto 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 apply; (iv11) all references to docket numbers of documents Filed in a Credit Document the Chapter 11 Cases are references to Sections, Exhibits, Appendices and Schedules shall be construed the docket numbers under the Bankruptcy Court’s CM/ECF system; (12) all references to refer to Sections of, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rulesstatutes, regulations, orders orders, rules of courts, and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation the like shall mean as amended, modified or supplemented amended from time to time, and as applicable to the Chapter 11 Cases, unless otherwise stated; and (vi13) any immaterial effectuating provisions may be interpreted by the words “asset” Reorganized Debtors in such a manner that is consistent with the overall purpose and “property” shall be construed to have intent of the same meaning and effect and to refer to any and Plan all tangible and intangible assets and properties, including cash, securities, accounts and contract rightswithout further Bankruptcy Court order or otherwise.

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. .” The word “will” shall be construed to have the same meaning and effect as the word “shall”. .” Unless the context requires otherwise, otherwise (i) any definition of or reference to any agreement, instrument or other document (including any Organizational Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, ,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision hereof or thereof, (iv) all references in a any Credit Document to Articles, Sections, Exhibits, Appendices and Schedules shall be construed to refer to Articles and Sections of, and Exhibits, Appendices Exhibits and Schedules to, the Credit Document in which such 30 references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all assets and property, real and personal, tangible and intangible assets and propertiesintangible, including cash, securities, accounts and contract rights, (vii) the terms lease and license shall include sub-lease and sub-license and (viii) the word “documented” means such documentation as may be customary, reasonable and appropriate in light of the circumstances.

Rules of Interpretation. For purposes of this Plan: (a1) The definitions of terms herein in the appropriate context, each term, whether stated in the singular or the plural, shall apply equally to include both the singular and plural forms of the terms defined. Whenever plural, and pronouns stated in the context may requiremasculine, any pronoun feminine, or neuter gender shall include the corresponding masculine, feminine feminine, and the neuter forms. The 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 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 to affect the interpretation of the Plan; (10) any effectuating provisions may be interpreted by the Debtors or the Reorganized Debtors in such a manner that is consistent with the overall purpose and intent of the Plan and without further notice to or action, order, or approval of the Bankruptcy Court or any other Entity; (11) unless otherwise specified herein, the rules of construction set forth in section 102 of the Bankruptcy Code shall apply; (12) 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 case may be; (13) 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; (14) all references to statutes, regulations, orders, rules of courts, and the like shall mean as amended from time to time, and as applicable to the Chapter 11 Cases, unless otherwise stated; (15) the words “include”, “includes” and “including,” and variations thereof, shall not be deemed to be terms of limitation, and shall be deemed to be followed by the phrase words “without limitation”. The word ; (16) references to “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition Proofs of or reference to any agreement, instrument or other 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 Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, “hereinClaim,” “hereofholders of Claims,” and “hereunderDisputed Claims,” and words the like shall include “Proofs of similar import when used Interest,” “holders of Interests,” “Disputed Interests,” and the like, as applicable; (17) any immaterial effectuating provisions may be interpreted by the Reorganized Debtors in such a manner that is consistent with the overall purpose and intent of the Plan all without further notice to or action, order, or approval of the Bankruptcy Court or any Credit Document, shall be construed to refer to such Credit Document in its entirety other Entity; and not to any particular provision hereof or thereof, (iv18) all references in a Credit Document herein to Sectionsconsent, Exhibitsacceptance, Appendices and Schedules shall or approval may be construed to refer to Sections ofconveyed by counsel for the respective parties that have such consent, and Exhibitsacceptance, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and propertiesapproval rights, including cash, securities, accounts and contract rightsby electronic mail.

Rules of Interpretation. For purposes herein: (ai) The definitions of terms herein in the appropriate context, each term, whether stated in the singular or the plural, shall apply equally to include both the singular and plural forms of the terms defined. Whenever plural, and pronouns stated in the context may requiremasculine, any pronoun feminine, or neuter gender shall include the corresponding masculine, feminine feminine, and the neuter forms. The gender; (ii) except as otherwise provided herein, 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; (iii) except as otherwise provided, any reference herein to an existing document or exhibit having been Filed or to be Filed shall mean that document or exhibit, as it may thereafter be amended, restated, supplemented, or otherwise modified in accordance with the Plan; (iv) unless otherwise specified herein, all references herein to “Articles” are references to Articles of the Plan or hereto; (v) unless otherwise stated herein, the words “herein,” “hereof,” and “hereto’’ refer to the Plan in its entirety rather than to a particular portion of the Plan; (vi) 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; (vii) the words “include”, “includes” and “including,” and variations thereof, shall not be deemed to be terms of limitation, and shall be deemed to be followed by the phrase words “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, ; (iviii) any definition of or reference to any agreement, instrument or other 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 Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision hereof or thereof, (iv) all references in a Credit Document to Sections, Exhibits, Appendices and Schedules shall be construed to refer to Sections of, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, the rules of construction set forth in section 102 of the Bankruptcy Code shall apply to the Plan; (ix) 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 case may be; (x) any docket number references in the Plan shall refer to the docket number of any document Filed with the Bankruptcy Court in the Chapter 11 Cases; (xi) references to “Proofs of Claim,” “Holders of Claims,” “Disputed Claims,” and the like shall include “Proofs of Interest,” “Holders of Interests,” “Disputed Interests,” and the like as applicable; (xii) references to “shareholders,” “directors,” and/or “officers” shall also include “members” and/or “managers,” as applicable, as such law terms are defined under the applicable state limited liability company laws; (xiii) any immaterial effectuating provisions may be interpreted by the Debtors, or regulation as amendedafter the Effective Date, modified the Reorganized Debtors (in consultation with the Plan Sponsors), in such a manner that is consistent with the overall purpose and intent of the Plan all without further notice to or supplemented from time to timeaction, order, or approval of the Bankruptcy Court or any other Entity; and (vixiv) except as otherwise provided, any references to the words “asset” and “property” Effective Date shall be construed to have mean the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rightsEffective Date or as soon as reasonably practicable thereafter.

Rules of Interpretation. (a) Section 1.3 The definitions of terms herein shall apply equally to the singular and plural plural(a) forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other 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 Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision hereof or thereof, (iv) all references in a Credit Document to Sections, Exhibits, Appendices and Schedules shall be construed to refer to Sections of, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.. The terms lease and license shall include sub-lease and sub-license.(b) All terms not specifically defined herein or by GAAP, which terms are defined(c) in the UCC, shall have the meanings assigned to them in the UCC of the relevant jurisdiction, with the term “instrument” being that defined under Article 9 of the UCC of such jurisdiction. 44

Rules of Interpretation. For purposes of this Plan, unless otherwise provided herein: (a) The definitions of terms herein shall apply equally to whenever from the context it is appropriate, each term, whether stated in the singular or the plural, will include both the singular and plural forms of the terms defined. Whenever the context may requireplural; (b) unless otherwise provided in this Plan, any pronoun shall include the corresponding masculinereference in this Plan to a contract, feminine and neuter forms. The words “include”instrument, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwiserelease, (i) any definition of or reference to any agreement, instrument or other agreement or document shall being in a particular form or on particular terms and conditions means that such document will be construed as referring to substantially in such agreement, instrument form or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions substantially on such amendments, supplements or modifications set forth herein or in any other Credit Document), terms and conditions; (iic) any reference herein in this Plan to an existing document, schedule or exhibit Filed or to be Filed means such document or schedule, as it may have been or may be amended, modified, or supplemented pursuant to this Plan; (d) any Person shall be construed reference to include such Personan entity as a Holder of a Claim or Interest includes that entity’s successors and assigns; (e) all references in this Plan to Sections, Articles and Schedules are references to Sections, Articles and Schedules of or to this Plan or the Plan Supplement, as the same may be amended, waived or modified from time to time; (iiif) the words “hereto”, “herein,” “hereof,” “hereto,” “hereunder” and “hereunder,” and other words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety this Plan as a whole and not to any particular provision hereof section, subsection or thereofclause contained in this Plan; (g) captions and headings to Articles and Sections are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of this Plan; (h) subject to the provisions of any contract, (iv) all references certificates or articles of incorporation, by-laws, instruments, releases, or other agreements or documents entered into in a Credit Document to Sectionsconnection with this Plan, Exhibits, Appendices the rights and Schedules obligations arising under this Plan shall be construed to refer to Sections ofgoverned by, and Exhibitsconstrued and enforced in accordance with, Appendices federal law, including the Bankruptcy Code and Schedules toBankruptcy Rules; (i) the rules of construction set forth in section 102 of the Bankruptcy Code will apply; and (j) in computing any period of time prescribed or allowed by this Plan, the Credit Document in which such references appear, (vprovision of Bankruptcy Rule 9006(a) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rightswill apply.

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “, without limitation,”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. In the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from, and including,”, and the word “to” shall mean “to, but excluding,”. Unless the context requires otherwise, otherwise requires: (i) any definition of of, or reference to to, any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as it was originally executed, or as it may from time to time be amended, supplemented or restated, amended and restated, supplemented, increased, extended, refinanced, renewed, replaced, and/or otherwise modified in writing, as applicable (subject to any restrictions on such amendments, supplements or restatements, amendments and restatements, supplements, increases, extensions, refinancings, renewals, replacements, and/or other written modifications as set forth herein or in any other Credit Document), ; (ii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, ; (iii) the words “heretohereof”, “herein,” ”, “hereofhereto” and “hereunder,” ”, and words of similar import import, when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety entirety, and not to any particular provision hereof or thereof, ; (iv) all references in a Credit Document to Sections, Exhibits, Annexes, Appendices and Schedules shall be construed to refer to Sections of, and Exhibits, Annexes, Appendices and Schedules to, the Credit Document in which such references appear, ; (v) all references contained in a Section to clauses or definitions occurring “above” or “below” shall refer to the applicable clause of, or definition set forth in, such Section, and all general references contained in a Section or clause thereof to “the above” or “the below” shall refer, collectively, to all provisions of such Section or clause, as the case may be, occurring prior to or after, as applicable, the occurrence of such general reference; (vi) all references herein to sums denominated in Dollars or dollars, or with the symbol “$”, refer to the lawful currency of the United States, unless such reference specifically identifies another currency; (vii) any definition of, or reference to to, any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting any such law law, and any references to reference to, or definition of, any such law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or and/or supplemented from time to time, ; and (viviii) 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.

Rules of Interpretation. In this Agreement, except to the extent otherwise provided or the context otherwise requires: (a) The definitions when a reference is made in this Agreement to an Article or Section, such reference is to an Article or Section of terms herein shall apply equally to this Agreement unless otherwise indicated; (b) the singular table of contents and plural forms headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement; (c) whenever the terms defined. Whenever the context may requirewords "include," "includes," or "including" are used in this Agreement, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be they are deemed to be followed by the phrase “words "without limitation”. The word “will” shall be construed being limited to"; (d) the words "hereof," "herein," and "hereunder" and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement; (e) all terms defined in this Agreement have the same meaning and effect defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein; (f) the definitions contained in this Agreement are applicable to the singular as well as the word “shall”. Unless the context requires otherwiseplural forms of such terms; (g) any reference to "days" means "calendar days" unless otherwise specified; (h) if a notice is to be given on a specified day, unless otherwise specifically provided herein, it must be given prior to 11:59 p.m., Greenwich Mean Time; (i) references to a Person are also to its successors and permitted assigns; (j) the use of "or" is not intended to be exclusive unless expressly indicated otherwise; (k) any definition reference "EUR" and "Euros" is to the lawful money of the EU’s Economic and Monetary Union; (l) except as required by applicable Laws or reference any Governmental Entity, if any payment or other delivery requirement becomes due on a date that is not a Business Day, then such due date shall be extended to the next succeeding Business Day; and (m) unless otherwise expressly provided herein, any agreement, instrument, statute, rule, or regulation defined or referred to herein or in any agreement or instrument defined or other document shall be construed as referring referred to herein means such agreement, instrument instrument, statute, rule, or other document regulation as from time to time amended, supplemented modified, or otherwise modified supplemented, including (subject to any restrictions on such amendmentsin the case of agreements or instruments) by waiver or consent and (in the case of statutes, supplements or modifications set forth herein or in any other Credit Document)rules and regulations) by succession of comparable successor statutes, (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision hereof or thereof, (iv) all references in a Credit Document to Sections, Exhibits, Appendices and Schedules shall be construed to refer to Sections ofrules, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, otherwise (ia) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Credit Documentherein), (iib) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iiic) the words “heretoherein”, “herein,” “hereof” and “hereunder,” ”, and words of similar import when used in any Credit Documentimport, shall be construed to refer to such Credit Document this Agreement in its entirety and not to any particular provision hereof or thereofhereof, (ivd) all references in a Credit Document herein to Articles, Sections, Exhibits, Appendices Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits, Appendices Exhibits and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, this Agreement and (vie) 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. If the First-Lien Termination Date has occurred, a reference in this Agreement to the Credit Agent shall, unless the context requires otherwise, be construed as a reference to the Collateral Agent and this agreement shall be interpreted accordingly.

Rules of Interpretation. (a) The definitions When a reference is made in this Agreement to a Section, such reference shall be to a Section of terms herein shall apply equally to the singular and plural forms of the terms definedthis Agreement unless otherwise indicated. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and or “including” are used in this Agreement, they shall be deemed to be followed by the phrase words “without limitation”” or equivalent words. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “heretohereof”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, this Agreement shall be construed to refer to such Credit Document in its entirety this Agreement as a whole and not to any particular provision hereof of this Agreement. All terms defined in this Agreement shall have the defined meanings when used in any certificate or thereof, (iv) all references in a Credit Document to Sections, Exhibits, Appendices and Schedules shall be construed to refer to Sections of, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing other document made or interpreting such law and any references to any law delivered pursuant hereto or regulation shall, thereto unless otherwise specifieddefined therein. 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. Any agreement, refer instrument, statute, regulation, rule or order defined or referred to herein or in any agreement or instrument that is referred to herein means such law agreement, instrument, statute, regulation, rule or regulation order as from time to time amended, modified or supplemented from time to timesupplemented, including (in the case of agreements or instruments) by waiver or consent and (viin the case of statutes, regulations, rules or orders) by succession of comparable successor statutes, regulations, rules or orders and references to all attachments thereto and instruments incorporated therein. References to a person are also to its permitted successors and assigns. Each Party acknowledges that it has been represented by counsel in connection with the words “asset” review and “property” execution of this Agreement and, accordingly, there shall be no presumption that this Agreement or any provision hereof be construed to have against the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rightsParty that drafted this Agreement.

Rules of Interpretation. The singular includes the plural, and the plural includes the singular; provided that references to “the Purchasers” shall mean “all of the Purchasers” and not a singular Purchaser. The word “or” is not exclusive (thus, if a party “may do (a) or (b)”, then the party may do either or both. The definitions party is not limited to a mutually exclusive choice between the two alternatives). A reference to a Drawing or words of terms herein shall apply equally similar import is deemed to be a reference to the singular purchase of Notes issued by the Company. A reference to a Governmental Rule includes any amendment or modification to such Governmental Rule, and plural forms all regulations, rulings and other Governmental Rules promulgated under such Governmental Rule, or any successor Governmental Rule. A reference to a Person includes its successors and permitted assigns (to the extent permitted and in accordance with the terms of the Financing Documents). Accounting terms defined. Whenever have the context may requiremeanings assigned to them by GAAP, any pronoun shall include unless otherwise specified, as applied by the corresponding masculine, feminine and neuter formsaccounting entity to which they refer. The words “include”, ,” “includes” and “including” are not limiting. References to Articles, Sections (or subdivisions of sections), Exhibits, Appendices, Annexes or Schedules are to this Agreement. Exhibits, schedules, annexes or appendices to any document shall be deemed incorporated by reference in such document. References 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, and (c) means such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time (to the extent permitted and in accordance with the terms of the Financing Documents) and in effect at any given time. The words “hereof,” “herein” and “hereunder” and words of similar import when used in any document shall refer to such document as a whole and not to any particular provision of such document. 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 the Company or any Affiliate of the Company 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 the Company or such Affiliate shall take such action by the next succeeding “Business Day”. The Financing Documents shall be deemed to be followed by the phrase “without limitation”product of all parties thereto, and no ambiguity shall be construed in favor of or against any party thereto. The word term “shall” is understood to be mandatory and the term “may” is understood to be permissive. The words “will” and “shall” shall be construed to have the same meaning and effect as the word “shall”effect. Unless the context requires otherwiseSCHEDULE C ENGINEERING AND CONSTRUCTION FIRMS [***] SCHEDULE 1-1 FORM OF SENIOR SECURED NOTE THIS SENIOR SECURED NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, (i) any definition of or reference to any agreementAS AMENDED, instrument or other 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 Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision hereof or thereof, (iv) all references in a Credit Document to Sections, Exhibits, Appendices and Schedules shall be construed to refer to Sections of, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS SENIOR SECURED NOTE MAY BE OFFERED OR SOLD ONLY IF REGISTERED UNDER APPLICABLE SECURITIES LAWS OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. LanzaJet Freedom Pines Fuels LLC

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other 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 Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision hereof or thereof, (iv) all references in a Credit Document to Sections, Exhibits, Appendices and Schedules shall be construed to refer to Sections of, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.. (b) The terms lease and license shall include sub-lease and sub-license. 35

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. .” The word “will” shall be construed to have the same meaning and effect as the word “shall”. .” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument instrument, other document, statute or other document regulation herein shall be construed as referring to such agreement, instrument instrument, other document, statute or other document regulation as from time to time amended, supplemented supplemented, renewed, extended or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Credit Document)Refinanced, (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Documentimport, shall be construed to refer to such Credit Document this Agreement in its entirety and not to any particular provision hereof or thereofhereof, (iv) all references in a Credit Document herein to SectionsArticles, Exhibits, Appendices Sections and Schedules Annexes shall be construed to refer to Articles, Sections of, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appearAnnexes of this Agreement, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specifiedexpressly qualified herein, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rightsrights and (vi) the term “or” is not exclusive.

Rules of Interpretation. For purposes herein: (a1) The definitions of terms herein in the appropriate context, each term, whether stated in the singular or the plural, shall apply equally to include both the singular and plural forms of the terms defined. Whenever plural, and pronouns stated in the context may requiremasculine, any pronoun feminine, or neuter gender shall include the corresponding masculine, feminine feminine, and the neuter forms. The gender; (2) 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 substantially in that form or substantially on those terms and conditions; (3) except as otherwise provided, any reference herein to an existing document or exhibit having been Filed or to be Filed shall mean that document or exhibit, as it may thereafter be amended, restated, supplemented, or otherwise modified in accordance with the terms of the Plan and the Restructuring Support Agreement; (4) unless otherwise specified, all references herein to “Articles” are references to Articles of the Plan or hereto; (5) unless otherwise stated, the words “herein,” “hereof,” and ‘‘hereto’’ refer to the Plan in its entirety rather than to a particular portion of the Plan; (6) 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; (7) the words “include”, “includes” and “including,” and variations thereof, shall not be deemed to be terms of limitation, and shall be deemed to be followed by the phrase words “without limitation”. The word “will;” (8) the rules of construction set forth in section 102 of the Bankruptcy Code shall be construed to apply; (9) 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 same meaning and effect assigned to that term in the Bankruptcy Code or the Bankruptcy Rules, as the word “shall”. Unless the context requires otherwise, case may be; and (i10) any definition of or reference to any agreement, instrument or other document docket number references in the Plan shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document the docket number of any document Filed with the Court in its entirety and not to any particular provision hereof or thereof, (iv) all references in a Credit Document to Sections, Exhibits, Appendices and Schedules shall be construed to refer to Sections of, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rightsChapter 11 Cases.

Rules of Interpretation. As used in this Agreement, the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement. References herein to “him”, “her” or “it”, whether in the singular, plural or possessive form, shall be interchangeable. References to any individual, corporation, partnership, trust, limited liability company, association or other entity (as the case may be, a “person”) include the successors and permitted assigns of such person, unless expressly provided otherwise. Each defined term used in this Agreement shall have a comparable meaning when used in its plural or singular form. Unless the context otherwise requires, references herein: (a) to Articles, Sections, Exhibits and Schedules mean the Articles and Sections of and the Exhibits and Schedules attached to this Agreement, (b) to an agreement, instrument or document means such agreement, instrument or document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and not prohibited by this Agreement and (c) to a statute means such statute as amended from time to time and includes any successor legislation thereto. The definitions headings and captions used in this Agreement, in any Schedule or Exhibit hereto, or in any table of contents or index hereto are for convenience of reference only and do not constitute a part of this Agreement and shall not be deemed to limit, characterize or in any way affect any provision of this Agreement or any Schedule or Exhibit hereto. Any capitalized terms used in any Schedule or Exhibit hereto and not otherwise defined therein shall have the meanings set forth in this Agreement. The Schedules and Exhibits referred to herein shall apply equally be construed with and as an integral part of this Agreement to the singular same extent as if they were set forth verbatim herein. References from or through any date mean, unless otherwise specified, from and plural forms including or through and including, respectively. The word “or” is not exclusive. References to the parties shall include their successors and permitted assigns. Any reference to a “day” or number of the terms defined“days” (without explicit qualification of “business”) will be interpreted as a reference to a calendar day or a number of calendar days. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and or “including” are used herein, they shall be deemed to be followed by the phrase words “without limitation”, whether or not they are in fact followed by those words or words of like import. The word For purposes of this Agreement, the term “willbusiness day” shall be construed mean any day other than a Saturday, a Sunday or a day on which banks in New York, New York are authorized or obligated by applicable Law to have the same meaning and effect as the word “shall”close. Unless the context requires otherwiseFor purposes of this Agreement, (i) any definition of or reference to any agreement, instrument or other 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 Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision hereof or thereof, (iv) all references in a Credit Document to Sections, Exhibits, Appendices and Schedules shall be construed to refer to Sections of, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

Rules of Interpretation. Unless the context otherwise clearly requires: (a) The definitions of terms herein a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall apply equally to include the singular and plural forms of the terms defined. Whenever plural, and pronouns stated in either the context may requiremasculine, any pronoun feminine or neuter shall include the corresponding masculine, feminine and neuter forms. The words neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include”, “includes” and or “including” or similar expressions shall be deemed to be followed by the phrase mean “including, without limitation”. The word ; (f) all references in this Agreement to designated “willArticles,” shall be construed “Sections,” “paragraphs,” “clauses” and other subdivisions are to have the same meaning designated Articles, Sections, paragraphs, clauses and effect other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as the word “shall”. Unless the context requires otherwisea whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (ig) any definition of or reference to any agreement, instrument instrument, document, statute or other document regulation herein shall be construed as referring to such agreement, instrument instrument, document, statute or other document regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). This Agreement is among financially sophisticated and knowledgeable parties and is entered into by the parties in reliance upon the economic and legal bargains contained herein and shall be interpreted and construed in a fair and impartial manner without regard to such factors as the party who prepared, or caused the preparation of, this Agreement or the relative bargaining power of the parties. Wherever in this Agreement a Member or other Person is empowered to take or make a decision, direction, consent, vote, determination, election, action or approval, such Member or Person is entitled to consider, favor and further such interests and factors as it desires, including its own interests, and has no duty or obligation to consider, favor or further any other Credit Document)interest of the Company, (ii) any reference herein subsidiary of the Company or any other Member or Person. Wherever in this Agreement a Member is permitted or required to any Person shall be construed to include such Person’s successors and assigns, (iii) the words make a decision or determination or take an action in its “hereto”, discretion” or its “hereinjudgment,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to that means that such Credit Document Member may take that decision in its entirety and not “sole discretion” or “sole judgment” without regard to the interests of any particular provision hereof or thereof, (iv) all references in a Credit Document to Sections, Exhibits, Appendices and Schedules shall be construed to refer to Sections of, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rightsother Person.

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Credit Document)modified, (ii) any definition of or reference to any law shall be construed as referring to such law as from time to time amended and any successor thereto and the rules and regulations promulgated from time to time thereunder, (iii) any reference herein to any Person shall be construed to include such Person’s 's successors and permitted assigns, (iiiiv) the words “heretoherein”, “herein,” “hereof” and “hereunder,” ”, and words of similar import when used in any Credit Documentimport, shall be construed to refer to such Credit Document this Guarantee and Security Agreement in its entirety and not to any particular provision hereof or thereofhereof, (ivv) all references in a Credit Document herein to Articles, Sections, Exhibits, Appendices Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits, Appendices Exhibits and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shallSupplement thereto, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timethis Guarantee and Security Agreement, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All references herein to provisions of the UCC shall include all successor provisions under any subsequent version or amendment to any Article of the UCC.

Rules of Interpretation. Unless otherwise required by the context in which any term appears: (a) The definitions of capitalized terms herein shall apply equally to used in this Agreement have the meanings specified in Section 1.1; (b) the singular of a defined term includes the plural; (c) references to “Sections,” “Schedules” or “Exhibits” (if any) refer to sections, schedules or exhibits (if any) of this Agreement, unless otherwise specified; (d) all references to a particular Person include a reference to such Person’s successors and plural forms permitted assigns; (e) the words “herein,” “hereof” and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular section or subsection of this Agreement; (f) all accounting terms not specifically defined herein will be construed in accordance with GAAP, consistently applied, and all terms used in Article 9 of the terms defined. Whenever New York UCC, and not specifically defined herein, are used herein as defined in such Article 9; (g) references to this Agreement include a reference to all schedules and exhibits hereto, as the context same may requirebe amended, modified, supplemented or replaced from time to time; (h) references to any pronoun shall include agreement, document or instrument mean a reference to such agreement, document or instrument, and all appendices, annexes, schedules and exhibits thereto, as in effect on the corresponding masculineClosing Date or as the same may be amended, feminine modified, supplemented or replaced from time to time; (i) a reference to any statute, regulation, proclamation, ordinance or law includes all statutes, regulations, proclamations, ordinances or laws varying, consolidating or replacing the same from time to time, and neuter forms. The a reference to a statute includes all regulations, policies, protocols, codes, proclamations and ordinances issued or otherwise applicable under that statute unless, in any such case, otherwise expressly provided in any such statute or in this Agreement; (j) the use of the words “include”, ,” “includes” and “including” shall in this Agreement to refer to specific examples will be deemed to be followed by the phrase “without limitation”. The word ” or “willbut not limited to” shall and will not be construed to have mean that the same meaning examples given are an exclusive list of the topics covered; and effect as (k) the use of the word “shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document shall or” will not be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision hereof or thereof, (iv) all references in a Credit Document to Sections, Exhibits, Appendices and Schedules shall be construed to refer to Sections of, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rightsexclusive.

Rules of Interpretation. Unless otherwise required by the context in which any term appears: (a) The definitions of capitalized terms herein shall apply equally to used in this Agreement have the meanings specified in Section 1.1; (b) the singular of a defined term includes the plural; (c) references to "Sections," "Schedules" or "Exhibits" (if any) refer to sections, schedules or exhibits (if any) of this Agreement, unless otherwise specified; (d) all references to a particular Person include a reference to such Person's successors and plural forms permitted assigns; (e) the words "herein," "hereof" and "hereunder" and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular section or subsection of this Agreement; (f) all accounting terms not specifically defined herein will be construed in accordance with GAAP, consistently applied, and all terms used in Article 9 of the terms defined. Whenever New York UCC, and not specifically defined herein, are used herein as defined in such Article 9; (g) references to this Agreement include a reference to all schedules and exhibits hereto, as the context same may requirebe amended, modified, supplemented or replaced from time to time; (h) references to any pronoun shall include agreement, document or instrument mean a reference to such agreement, document or instrument, and all appendices, annexes, schedules and exhibits thereto, as in effect on the corresponding masculineClosing Date or as the same may be amended, feminine modified, supplemented or replaced from time to time; (i) a reference to any statute, regulation, proclamation, ordinance or law includes all statutes, regulations, proclamations, ordinances or laws varying, consolidating or replacing the same from time to time, and neuter forms. The a reference to a statute includes all regulations, policies, protocols, codes, proclamations and ordinances issued or otherwise applicable under that statute unless, in any such case, otherwise expressly provided in any such statute or in this Agreement; (j) the use of the words “"include”, “," "includes” " and “"including” shall " in this Agreement to refer to specific examples will be deemed to be followed by the phrase “"without limitation”. The word “will” shall " or "but not limited to" and will not be construed to have mean that the same meaning examples given are an exclusive list of the topics covered; and effect as (k) the use of the word “shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document shall "or" will not be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision hereof or thereof, (iv) all references in a Credit Document to Sections, Exhibits, Appendices and Schedules shall be construed to refer to Sections of, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rightsexclusive.

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other 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 Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision hereof or thereof, (iv) all references in a Credit Document to Sections, Exhibits, Appendices and Schedules shall be construed to refer to Sections of, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.. (b) The terms lease and license shall include sub-lease and sub-license. (c) All terms not specifically defined herein or by GAAP, which terms are defined in the UCC, shall have the meanings assigned to them in the UCC of the relevant jurisdiction, with the term “instrument” being that defined under Article 9 of the UCC of such jurisdiction. (d) 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”. 33

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other 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 Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision hereof or thereof, (iv) all references in a Credit Document to Sections, Exhibits, Appendices and Schedules shall be construed to refer to Sections of, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

Rules of Interpretation. For purposes of this Plan: (a1) The definitions of terms herein in the appropriate context, each term, whether stated in the singular or the plural, shall apply equally to include both the singular and plural forms of the terms defined. Whenever plural, and pronouns stated in the context may requiremasculine, any pronoun feminine, or neuter gender shall include the corresponding masculine, feminine feminine, and the neuter forms. The 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 (as defined in the Restructuring Support Agreement) or any amendments thereto; (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 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 Plan in its entirety rather than to a particular portion of the Plan; (8) subject to the provisions of any contract, certificate of incorporation, bylaw, instrument, release, or other agreement or document created or 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 applicable federal law, including the Bankruptcy Code and Bankruptcy Rules; (9) unless otherwise specified, the words “include”, ,” “includesincluding,” and “including” variations thereof shall not be deemed to be terms of limitation and shall be deemed to be followed by the phrase words “without limitation”. The word “will” ; (10) 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 of the Plan; (11) unless otherwise specified herein, the rules of construction set forth in section 102 of the Bankruptcy Code shall be construed to apply; (12) 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 same meaning and effect assigned to that term in the Bankruptcy Code or the Bankruptcy Rules, as the word “shall”. Unless the context requires otherwise, case may be; (i) any definition of or reference to any agreement, instrument or other 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 Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision hereof or thereof, (iv13) all references to docket numbers of documents Filed in a Credit Document the Chapter 11 Cases are references to Sections, Exhibits, Appendices and Schedules shall be construed the docket numbers under the Court’s CM/ECF system; (14) all references to refer to Sections of, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rulesstatutes, regulations, orders orders, rules of courts, and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation the like shall mean as amended, modified or supplemented amended from time to time, and as applicable to the Chapter 11 Cases, unless otherwise stated; (vi15) any immaterial effectuating provisions may be interpreted by the words “asset” Reorganized Debtors in such a manner that is consistent with the overall purpose and “property” shall intent of the Plan all without further notice to or action, order, or approval of the Court or any other Entity; and (16) unless otherwise specified, any action to be construed to have taken on the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rightsPlan Effective Date may be taken on or as soon as reasonably practicable thereafter.

Rules of Interpretation. Unless the context otherwise clearly requires: (a) The definitions of terms herein a term has the meaning assigned to it; (b) "or" is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall apply equally to include the singular and plural forms of the terms defined. Whenever plural, and pronouns stated in either the context may requiremasculine, any pronoun feminine or neuter shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” neuter; (d) provisions apply to successive events and “transactions; (e) all references in this Agreement to "including” " shall be deemed to be followed by the phrase “"without limitation”. The word “will” shall be construed "; (f) all references in this Agreement to have designated "Articles," "Sections," "paragraphs," "clauses" and other subdivisions are to the same meaning designated Articles, Sections, paragraphs, clauses and effect other subdivisions of this Agreement, and the words "herein," "hereof," "hereunder" and other words of similar import refer to this Agreement as the word “shall”. Unless the context requires otherwisea whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (ig) any definition of or reference to any agreement, instrument instrument, document, 7 statute, rule or other document regulation herein shall be construed as referring to such agreement, instrument instrument, document, statute, rule or other document regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). This Agreement is among financially sophisticated and knowledgeable Persons and is entered into by such Persons in reliance upon the economic and legal bargains contained herein and shall be interpreted and construed in a fair and impartial manner without regard to such factors as the Person who prepared, or cause the preparation of, this Agreement or the relative bargaining power of such Persons. Subject to applicable law, wherever in this Agreement a Shareholder Party is empowered to take or make a decision, direction, consent, vote, determination, election, action or approval, such Shareholder Party is entitled to consider, favor and further such interests and factors as it desires, including its own interests, and has no duty or obligation to consider, favor or further any other Credit Document)interest of the Parent, (ii) any reference herein to Subsidiary or any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision hereof or thereof, (iv) all references in a Credit Document to Sections, Exhibits, Appendices and Schedules shall be construed to refer to Sections of, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rightsother Shareholder Party. ARTICLE 2.

Rules of Interpretation. For purposes of the Plan: (a1) The definitions of terms herein in the appropriate context, each term, whether stated in the singular or the plural, shall apply equally to include both the singular and plural forms of the terms defined. Whenever plural, and pronouns stated in the context may requiremasculine, any pronoun feminine, or neuter gender shall include the corresponding masculine, feminine feminine, and the neuter forms. The words “include”gender; (2) unless otherwise specified, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other 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 Credit Document), (ii) any reference herein to any Person 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 construed substantially in such form or substantially on such terms and conditions; (3) unless otherwise specified, any reference herein to include such Personan 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 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 of the Plan; (iii6) unless otherwise specified, all references herein to exhibits are references to exhibits in the Plan Supplement; (7) unless otherwise specified, the words “hereto”, “herein,” “hereof,” and “hereunder,hereto” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document the Plan in its entirety rather than to a particular portion of the Plan; (8) subject to the provisions of any contract, charters, bylaws, partnership agreements, limited liability company agreements, operating agreements, or other organizational documents or shareholders’ agreements, as applicable, 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) any immaterial effectuating provisions may be interpreted by the Debtors or the Reorganized Debtors in such a manner that is consistent with the overall purpose and intent of the Plan all without further notice to or action, order, or approval of the Bankruptcy Court or any other Entity; (10) unless otherwise specified herein, the rules of construction set forth in section 102 of the Bankruptcy Code shall apply; (11) 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 any particular provision hereof that term in the Bankruptcy Code or thereofthe Bankruptcy Rules, as the case may be; (iv12) all references to docket numbers of documents Filed in a Credit Document the Chapter 11 Cases are references to Sections, Exhibits, Appendices and Schedules shall be construed the docket numbers under the Bankruptcy Court’s CM/ECF system; (13) all references to refer to Sections of, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rulesstatutes, regulations, orders orders, rules of courts, and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation the like shall mean as amended, modified or supplemented amended from time to time, and as applicable to the Chapter 11 Cases, unless otherwise stated; (vi14) the words references to “assetProofs of Claim,” “Holders of Claims,” “Disputed Claims,” and the like shall include “propertyProofs of Interest,” “Holders of Interests,” “Disputed Interests,” and the like, as applicable; (15) captions and headings are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of the Plan; (16) references to “shareholders,” “directors,” and/or “officers” shall also include “members” and/or “managers,” as applicable, as such terms are defined under the applicable state limited liability company laws; and (17) all references herein to consent, acceptance, or approval may be construed to conveyed by counsel for the respective Person or Entity that have the same meaning and effect and to refer to any and all tangible and intangible assets and propertiessuch consent, acceptance, or approval rights, including cash, securities, accounts and contract rightsby electronic mail.

Rules of Interpretation. In this Mortgage, unless ----------------------- otherwise specified, (ai) The definitions of terms herein shall apply equally to singular words include the singular plural and plural forms words include the singular, (ii) words that include a number of constituent parts, things or elements, including the terms defined. Whenever the context may require"Land", "Improvements," "Property" and "Mortgaged Property" (and each element thereof) shall be construed as referring separately to each constituent part, thing or element thereof, as well as to all of such constituent parts, things or elements as a whole, (iii) words importing any pronoun shall gender include the corresponding masculineother gender, feminine (iv) references to any Person include such Person's successors and neuter forms. The assigns and, in the case of an individual, the word "successor" includes such Person's heirs, devisees, legatees, executors, administrators and personal representatives, (v) references to any statute or other law include all applicable rules, regulations and orders adopted or made thereunder and all statutes or other laws amending, consolidating or replacing the statute or law referred to, (vi) the words “"include”" and "including," and words of similar import, “includes” and “including” shall be deemed to be followed by the phrase “words ", without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, ," (i) any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iiivii) the words “"hereto”, “," "herein,” “" "hereof” ," and “"hereunder,” " and words of similar import when used in any Credit Documentimport, shall be construed to refer to such Credit Document this Mortgage in its entirety and not to any particular provision hereof or thereofentirety, (ivviii) all unless otherwise specified, references in a Credit Document to Articles, Sections, Exhibits, Appendices Schedules, paragraphs and clauses are to the Articles, Sections, Exhibits, Schedules, paragraphs and clauses of this Mortgage, (ix) the Exhibits and Schedules shall be construed to refer to Sections ofthis Mortgage are incorporated herein by reference, (x) the titles and headings of Articles, Sections, Exhibits, Appendices Schedules, paragraphs and Schedules to, clauses are inserted as a matter of convenience and shall not affect the Credit Document in which such references appear, construction of this Mortgage and (vxi) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer references to such law or regulation as amendedthis Mortgage and to any other Loan Document include all amendments, modified or supplemented modifications, supplements, consolidations, replacements, extensions and renewals thereof from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

Rules of Interpretation. (a) Section 1.4 The definitions of terms herein shall apply equally to the singular and plural forms of the the(a) terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other 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 Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision hereof or thereof, (iv) all references in a Credit Document to Sections, Exhibits, Appendices and Schedules shall be construed to refer to Sections of, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.. The terms lease and license shall include sub-lease and sub-license.(b) All terms not specifically defined herein or by GAAP, which terms are defined in the(c) UCC, shall have the meanings assigned to them in the UCC of the relevant jurisdiction, with the term “instrument” being that defined under Article 9 of the UCC of such jurisdiction. Unless otherwise expressly indicated, in the computation of periods of time from a(d) 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”. To the extent that any of the representations and warranties contained in Section 6 under(e) this Agreement or in any of the other Credit Documents is qualified by “Material Adverse Effect” or another “materiality” standard, the qualifiers “in all material respects” and “in any material respect” in relation to the making of representations and warranties (whether contained in Section 2.1, 5.1, 5.2, 9.1(d) or otherwise) shall not apply. 44 130164155_5

Rules of Interpretation. For purposes of this Plan: (a1) The definitions of terms herein in the appropriate context, each term, whether stated in the singular or the plural, shall apply equally to include both the singular and plural forms of the terms defined. Whenever plural, and pronouns stated in the context may requiremasculine, any pronoun feminine, or neuter gender shall include the corresponding masculine, feminine feminine, and the neuter forms. The 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 in accordance with the 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 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 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 apply; (11) 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 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, regulations, orders, rules of courts, and the like shall mean as amended from time to time, and as applicable to the Chapter 11 Cases, unless otherwise stated; (14) the words “include”, “includes” and “including,” and variations thereof, shall not be deemed to be terms of limitation, and shall be deemed to be followed by the phrase words “without limitation”. The word ; (15) references to “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition Proofs of or reference to any agreement, instrument or other 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 Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, “hereinClaim,” “hereofholders of Claims,” and “hereunderDisputed Claims,” and words the like shall include “Proofs of similar import when used Interest,” “holders of Interests,” “Disputed Interests,” and the like, as applicable; (16) any immaterial effectuating provisions may be interpreted by the Debtors (before the Effective Date) or the Reorganized Debtors (after the Effective Date), with the consent of the Required Parties (it being understood that the Required Parties’ consent may not be unreasonably withheld), in a manner consistent with the overall purpose and intent of the Plan all without further notice to or action, order, or approval of the Bankruptcy Court or any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision hereof or thereof, other Entity; (iv17) all references in a Credit Document herein to Sectionsconsent, Exhibitsacceptance, Appendices or approval may be conveyed by counsel for the respective parties that have such consent, acceptance, or approval rights, including by electronic mail; and Schedules shall be construed to refer to Sections of, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v18) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “assetshareholders,” and “propertydirectors,” and/or “officers” shall be construed to have also include “members” and/or “managers,” as applicable, as such terms are defined under the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rightsapplicable state limited liability company laws.

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other 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 Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision hereof or thereof, (iv) all references in a Credit Document to Sections, Exhibits, Appendices and Schedules shall be construed to refer to Sections of, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.. (b) The terms lease and license shall include sub-lease and sub-license. 36

Rules of Interpretation. (a) The definitions When a reference is made in this Agreement to a Section, such reference shall be to a Section of terms herein shall apply equally to the singular and plural forms of the terms definedthis Agreement unless otherwise indicated. Whenever the context may requirewords "include", any pronoun shall include the corresponding masculine"includes" or "including" are used in this Agreement, feminine and neuter forms. The words “include”, “includes” and “including” they shall be deemed to be followed by the phrase “words "without limitation”" or equivalent words. The word “will” shall be construed to have the same meaning words "hereof", "herein" and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other 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 Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, “herein,” “hereof” and “"hereunder,” " and words of similar import when used in any Credit Document, this Agreement shall be construed to refer to such Credit Document in its entirety this Agreement as a whole and not to any particular provision hereof of this Agreement. All terms defined in this Agreement shall have the defined meanings when used in any certificate or thereof, (iv) all references in a Credit Document to Sections, Exhibits, Appendices and Schedules shall be construed to refer to Sections of, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing other document made or interpreting such law and any references to any law delivered pursuant hereto or regulation shall, thereto unless otherwise specifieddefined therein. 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. Any agreement, refer instrument, statute, regulation, rule or order defined or referred to herein or in any agreement or instrument that is referred to herein means such law agreement, instrument, statute, regulation, rule or regulation order as from time to time amended, modified or supplemented from time to timesupplemented, including (in the case of agreements or instruments) by waiver or consent and (viin the case of statutes, regulations, rules or orders) by succession of comparable successor statutes, regulations, rules or orders and references to all attachments thereto and instruments incorporated therein. References to a person are also to its permitted successors and assigns. Each Party acknowledges that it has been represented by counsel in connection with the words “asset” review and “property” execution of this Agreement and, accordingly, there shall be no presumption that this Agreement or any provision hereof be construed to have against the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rightsParty that drafted this Agreement.

Rules of Interpretation. (a) The definitions of 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 apply equally have the meanings given to the singular them under, and plural forms all accounting determinations hereunder shall be made in accordance with, GAAP. Unless otherwise specified, all references herein to “Articles,” “Sections,” “Exhibits,” “Annexes” or “Schedules” are to Articles, Sections, Exhibits, Annexes or Schedules of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter formsthis Agreement. The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.” The words “hereof,” “herein,” “hereunder” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “Shall” and “will” mean “must,” and shall be construed to and will have the same meaning equal force and effect as 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 word “shall”meaning or interpretation of this Agreement. Unless the context requires otherwise, (i) any definition of or reference References herein to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document this Agreement mean this Agreement as from time to time amended, supplemented modified or otherwise modified (subject supplemented, including by waiver or consent. Any agreement or instrument defined or referred to any restrictions on such amendments, supplements or modifications set forth herein or in any other Credit Document), (ii) any reference agreement or instrument that is referred to herein means such agreement or instrument as from time to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision hereof or thereof, (iv) all references in a Credit Document to Sections, Exhibits, Appendices and Schedules shall be construed to refer to Sections of, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as time amended, modified or supplemented from time 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 this Agreement to “consistent with past practice” shall mean consistent with past practice including as to time, frequency and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.amount. [The remainder of this page is intentionally left blank.]g

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision hereof or thereof, (iv) all 24 #194770820_v13 references in a Credit Document to Sections, Exhibits, Appendices and Schedules shall be construed to refer to Sections of, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

Rules of Interpretation. As used in this Agreement, the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement. References herein to “him”, “her” or “it”, whether in the singular, plural or possessive form, shall be interchangeable. References to any individual, corporation, partnership, trust, limited liability company, association or other entity (as the case may be, a “person”) include the successors and permitted assigns of such person, unless expressly provided otherwise. Each defined term used in this Agreement shall have a comparable meaning when used in its plural or singular form. Unless the context otherwise requires, references herein: (a) to Articles, Sections, Exhibits and Schedules mean the Articles and Sections of and the Exhibits and Schedules attached to this Agreement, (b) to an agreement, instrument or document means such agreement, instrument or document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and not prohibited by this Agreement and (c) to a statute means such statute as amended from time to time and includes any successor legislation thereto. The definitions headings and captions used in this Agreement, in any Schedule or Exhibit hereto, or in any table of contents or index hereto are for convenience of reference only and do not constitute a part of this Agreement and shall not be deemed to limit, characterize or in any way affect any provision of this Agreement or any Schedule or Exhibit hereto. Any capitalized terms used in any Schedule or Exhibit hereto and not otherwise defined therein shall have the meanings set forth in this Agreement. The Schedules and Exhibits referred to herein shall apply equally be construed with and as an integral part of this Agreement to the singular same extent as if they were set forth verbatim herein. References from or through any date mean, unless otherwise specified, from and plural forms including or through and including, respectively. The word “or” is not exclusive. References to the parties shall include their successors and permitted assigns. Any reference to a “day” or number of the terms defined“days” (without explicit qualification of “business”) will be interpreted as a reference to a calendar day or a number of calendar days. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and or “including” are used herein, they shall be deemed to be followed by the phrase words “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of whether or reference to any agreement, instrument not they are in fact followed by those words or other 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 Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision hereof or thereof, (iv) all references in a Credit Document to Sections, Exhibits, Appendices and Schedules shall be construed to refer to Sections of, and Exhibits, Appendices and Schedules tolike import. For purposes of this Agreement, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words term “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.

Rules of Interpretation. In this Mortgage, unless otherwise specified, (ai) The definitions of terms herein shall apply equally to singular words include the singular plural and plural forms words include the singular, (ii) words that include a number of constituent parts, things or elements, including the terms defined. Whenever the context may require"Land," "Improvements," "Property" and "Mortgaged Property" (and each element thereof) shall be construed as referring separately to each constituent part, thing or element thereof, as well as to all of such constituent parts, things or elements as a whole, (iii) words importing any pronoun shall gender include the corresponding masculineother gender, feminine (iv) references to any Person include such Person's successors and neuter forms. The assigns and, in the case of an individual, the word "successor" includes such Person's heirs, devisees, legatees, executors, administrators and personal representatives, (v) references to any statute or other law include all applicable rules, regulations and orders adopted or made thereunder and all statutes or other laws amending, consolidating or replacing the statute or law referred to, (vi) the words “"include”" and "including," and words of similar import, “includes” and “including” shall be deemed to be followed by the phrase “words ", without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, ," (i) any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iiivii) the words “"hereto”, “," "herein,” “" "hereof” ," and “"hereunder,” " and words of similar import when used in any Credit Documentimport, shall be construed to refer to such Credit Document this Mortgage in its entirety and not to any particular provision hereof or thereofentirety, (ivviii) all unless otherwise specified, references in a Credit Document to Articles, Sections, Exhibits, Appendices Schedules, paragraphs and clauses are to the Articles, Sections, Exhibits, Schedules, paragraphs and clauses of this Mortgage, (ix) the Exhibits and Schedules to this Mortgage are incorporated herein by reference, (x) the titles and headings of Articles, Sections, Exhibits, Schedules, paragraphs and clauses are inserted as a matter of convenience and shall be construed to refer to Sections ofnot affect the construction of this Mortgage, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appear, (vxi) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer references to such law or regulation as amendedthis Mortgage and to any other Security Document include all amendments, modified or supplemented modifications, supplements, consolidations, replacements, extensions and renewals thereof from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

Rules of Interpretation. Unless the context otherwise clearly requires: (a) The definitions of terms herein a term has the meaning assigned to it; (b) the word “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall apply equally to include the singular and plural forms of the terms defined. Whenever plural, and pronouns stated in either the context may requiremasculine, any pronoun feminine or neuter shall include the corresponding masculine, feminine and neuter forms. The words neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include”, “includes” and or “including” or similar expressions shall be deemed to be followed by the phrase mean “including without limitation”. The word ; (f) all references in this Agreement to designated “willArticles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; (g) all references in this Agreement to “$,” dollars or cash amounts shall be construed to have the same meaning mean United States Dollars; and effect as the word “shall”. Unless the context requires otherwise, (ih) any definition of or reference to any agreement, instrument instrument, document, statute or other document regulation herein shall be construed as referring to such agreement, instrument instrument, document, statute or other document regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). This Agreement is among financially sophisticated and knowledgeable parties and is entered into by the parties in reliance upon the economic and legal bargains contained herein and shall be interpreted and construed in a fair and impartial manner. Wherever in this Agreement a Member or in other Person is empowered to take or make a decision, direction, consent, vote, determination, election, action or approval, such Member or Person is entitled to consider, favor and further such interests and factors as it desires, including its own interests, and has no duty or obligation to consider, favor or further any other Credit Document)interest of the Company, (ii) any reference herein Subsidiary of the Company or any other Member or Person. Wherever in this Agreement a Member is permitted or required to any Person shall be construed to include such Person’s successors and assigns, (iii) the words make a decision or determination or take an action in its “hereto”, discretion” or its “hereinjudgment,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to that means that such Credit Document Member may take that decision in its entirety and not “sole discretion” or “sole judgment” without regard to the interests of any particular provision hereof or thereofother Person, (iv) all references in a Credit Document to Sections, Exhibits, Appendices and Schedules shall be construed to refer to Sections of, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation except as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rightslimited by Section 8.8(b).

Rules of Interpretation. Unless the context otherwise clearly requires: (a) The definitions of terms herein a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall apply equally to include the singular and plural forms of the terms defined. Whenever plural, and pronouns stated in either the context may requiremasculine, any pronoun feminine or neuter shall include the corresponding masculine, feminine and neuter forms. The words neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “include”, “includes” and or “including” or similar expressions shall be deemed to be followed by the phrase mean “including without limitation”. The word ; (f) all references in this Agreement to designated “willArticles,” shall be construed “Sections,” “paragraphs,” “clauses” and other subdivisions are to have the same meaning designated Articles, Sections, paragraphs, clauses and effect other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as the word “shall”. Unless the context requires otherwisea whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (ig) any definition of or reference to any agreement, instrument instrument, document, statute or other document regulation herein shall be construed as referring to such agreement, instrument instrument, document, statute or other document regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). This Agreement is among financially sophisticated and knowledgeable parties and is entered into by the parties in reliance upon the economic and legal bargains contained herein and shall be interpreted and construed in a fair and impartial manner without regard to such factors as the party who prepared, or caused the preparation of, this Agreement or the relative bargaining power of the parties. Wherever in this Agreement a Member or other Person is empowered to take or make a decision, direction, consent, vote, determination, election, action or approval, such Member or Person is entitled to consider, favor and further such interests and factors as it desires, including its own interests, and has no duty or obligation to consider, favor or further any other Credit Document)interest of the Company, (ii) any reference herein subsidiary of the Company or any other Member or Person. Wherever in this Agreement a Member is permitted or required to any Person shall be construed to include such Person’s successors and assigns, (iii) the words make a decision or determination or take an action in its “hereto”, discretion” or its “hereinjudgment,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to that means that such Credit Document Member may take that decision in its entirety and not to any particular provision hereof “sole discretion” or thereof, (iv) all references in a Credit Document to Sections, Exhibits, Appendices and Schedules shall be construed to refer to Sections of, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rightssole judgment.”

Rules of Interpretation. (a) The definitions headings of terms herein shall apply equally Articles and Paragraphs in this Sublease are provided for convenience of reference only and will not affect the construction, meaning or interpretation of this Sublease. All references to “Articles,” “Paragraphs,” or “Exhibits” refer to the singular and plural forms corresponding Articles, Paragraphs or Exhibits of or to this Sublease. All Exhibits to this Sublease are hereby incorporated by reference. All words used in this Sublease will be construed to be of such gender or number as the terms definedcircumstances require. Whenever Unless otherwise expressly provided, the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, ,” “includes” and “including” shall be deemed interpreted to mean “including without limitation.” Unless otherwise stated, any reference to a person or entity, whether or not a party, includes its permitted successors and permitted assigns and, in the case of any governmental authority, any entity succeeding to its functions and capacities. Other grammatical forms of defined words or phrases have corresponding meanings. A reference to a writing includes any mode of representing or reproducing words, figures or symbols in a lasting and visible form. Unless otherwise provided, a reference to a specific time of day for the performance of an obligation is a reference to the time in the place where that obligation is to be followed by the phrase “without limitation”performed. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or A reference to any a document, law, code, rule, regulation, contract or agreement, instrument including this Sublease, includes a reference to that document, code, rule, regulation, contract or other document shall be construed agreement as referring to such agreementnovated, instrument amended, modified, revised, supplemented, replaced or other document as restated from time to time amendedin accordance with the relevant provisions thereof. If any payment, supplemented act, matter or thing hereunder would occur on a day that is not a business day, then such payment, act, matter or thing shall, unless otherwise modified (subject to any restrictions expressly provided for herein, occur on such amendments, supplements or modifications set forth herein or in any other Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the next succeeding business day. The words “hereto”, “hereinhereof,” “hereofherein” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety this Sublease as a whole and not to any particular provision hereof or thereofof this Sublease. The parties shall act reasonably and in accordance with the principles of good faith and fair dealing in the performance of this Sublease and, unless expressly provided otherwise in this Sublease, (iva) all references in where this Sublease requires the consent, approval, or similar action by a Credit Document to Sectionsparty, Exhibitssuch consent or approval shall not be unreasonably withheld, Appendices and Schedules shall be construed to refer to Sections of, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing conditioned or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to timedelayed, and (vib) the words “asset” and “property” wherever this Sublease gives a party a right to determine, require, specify or take similar action with respect to a matter, such determination, requirement, specification or similar action 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 rightsreasonable.

Rules of Interpretation. (a) The definitions of All accounting terms not specifically defined herein shall apply equally have the meanings assigned to the singular such terms and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed interpreted in accordance with GAAP applied on a consistent basis. (b) 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. (c) Except as otherwise expressly provided, references herein to be followed by the phrase “without limitation”articles, sections, paragraphs, clauses, annexes, appendices, exhibits and schedules are references to articles, sections, paragraphs, clauses, annexes, appendices, exhibits and schedules in or to this Agreement. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (id) any definition of or reference to any agreement, instrument or other 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 All definitions set forth herein or in any other Credit 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. (e) When used herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include words such Person’s successors and assignsas “hereunder”, (iii) the words “hereto”, “hereof’ and “herein,” “hereof” and “hereunder,” and other words of similar like import when used in any Credit Documentshall, shall be construed unless the context clearly indicates to the contrary, refer to such Credit Document in its entirety the whole of the applicable document and not to any particular provision article, section, subsection, paragraph or clause thereof. (f) References to “including” mean 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 thereofreferable to an enumeration of specific matters, to matters similar to those specifically mentioned. (ivg) all references in a Credit Document to Sections, Exhibits, Appendices All dates and Schedules times of day specified herein shall be construed to refer to Sections ofsuch dates and times in New York, New York. (h) Each of the parties to the Loan Documents and Exhibitstheir counsel have reviewed and revised, Appendices and Schedules or requested (or had the opportunity to request) revisions to, the Credit Document in which such references appearLoan Documents, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references rule of construction that ambiguities are to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) be resolved against the words “asset” and “property” drafting party shall be construed to have inapplicable in the same meaning construing and effect and to refer to any interpretation of the Loan Documents and all tangible exhibits, schedules and intangible assets and properties, including cash, securities, accounts and contract rightsappendices thereto.

Rules of Interpretation. For purposes of the Plan, except as otherwise provided in the Plan: (a1) The definitions of terms herein in the appropriate context, each term, whether stated in the singular or the plural, shall apply equally to include both the singular and plural forms of the terms defined. Whenever plural, and pronouns stated in the context may requiremasculine, any pronoun feminine, or neuter gender shall include the corresponding masculine, feminine feminine, and the neuter forms. The gender; (2) unless otherwise specified, any reference in the Plan to an existing document, schedule, or exhibit, shall mean such document, schedule, or exhibit, as it may have been or may be amended, modified, or supplemented; (3) unless otherwise specified, all references in the Plan to “Articles” and “Sections” are references to Articles and Sections, respectively, hereof or hereto; (4) the words “herein,” “hereof,” and “hereto” refer to the Plan in its entirety rather than to any particular portion of the Plan; (5) any effectuating provisions may be interpreted by the Debtors or the Reorganized Debtors in such a manner that is consistent with the overall purpose and intent of the Plan (in each case, subject to the Creditor Approval Rights, to the extent applicable) all without further notice to or action, order, or approval of the Bankruptcy Court or any other Entity; (6) captions and headings to Articles and Sections are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of the Plan; (7) unless otherwise specified in the Plan, the rules of construction set forth in section 102 of the Bankruptcy Code shall apply; (8) any term used in capitalized form in the Plan that is not otherwise defined but that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the meaning assigned to such term in the Bankruptcy Code or the Bankruptcy Rules, as applicable; (9) 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; (10) references to “shareholders,” “directors,” and/or “officers” shall also include “members” and/or “managers,” as applicable, as such terms are defined under the applicable state limited liability company laws; (11) the terms “include”, “includes” and “including,” and variations thereof, shall not be deemed to be terms of limitation, and shall be deemed to be followed by the phrase words “without limitation”. The word “will” shall be construed to have ; and (12) except as otherwise provided in the same meaning and effect as the word “shall”. Unless the context requires otherwisePlan, (i) any definition of or reference to any agreement, instrument or other 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 Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision hereof or thereof, (iv) all references in a Credit Document to Sections, Exhibits, Appendices and Schedules shall be construed to refer to Sections of, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law the Effective Date shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing mean the Effective Date or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rightssoon as reasonably practicable thereafter.

Rules of Interpretation. (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or A reference to any agreement, instrument document or other document agreement shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision hereof document or thereof, (iv) all references in a Credit Document to Sections, Exhibits, Appendices and Schedules shall be construed to refer to Sections of, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any references to any law or regulation shall, unless otherwise specified, refer to such law or regulation agreement as amended, modified or supplemented from time to timetime 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 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 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) All terms not specifically defined herein or by generally 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, with the term "instrument" being that defined under Article 9 of the Uniform Commercial Code. (h) Reference to a particular "Section " refers to that section of this Credit Agreement unless otherwise indicated. (i) 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) 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 (vi) have been reviewed by counsel to, among others, the words “asset” Agent and “property” shall 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 to have against the same meaning and effect and to refer to Agent or any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rightsof the Banks merely on account of the Agent's or any Bank's involvement in the preparation of such documents. 2.

Rules of Interpretation. (a) The definitions section and other headings and subheadings contained in this Agreement are solely for the purpose of terms herein shall apply equally to the singular and plural forms reference, are not part of the terms definedagreement of the parties, and will not in any way affect the meaning or interpretation of this Agreement or any Exhibit hereto. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall All references to days (except for Business Day(s)) or months will be deemed references to calendar days or months. All references to “$” will be followed by the phrase “without limitation”. The word “will” shall be construed deemed references to have the same meaning and effect as the word “shall”United States dollars. Unless the context of this Agreement otherwise expressly requires, any reference to an “Article,” “Section,” or “Exhibit” will be deemed to refer to an article or section of this Agreement, or an exhibit to this Agreement, as applicable. Unless the context of this Agreement otherwise clearly requires otherwise, (i) any definition of or reference to any agreement, instrument or other 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 Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, hereof,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed referring to this Agreement refer to such Credit Document in its entirety this Agreement as a whole and not to any particular provision hereof of this Agreement; (ii) the word “including” or thereofany variation thereof means “including, (iv) all references in a Credit Document to Sections, Exhibits, Appendices without limitation” and Schedules shall will not be construed to refer limit any general statement that it follows to Sections of, and Exhibits, Appendices and Schedules to, the Credit Document in which such references appear, specific or similar items or matters immediately following it; (viii) any reference to any law 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 include all statutory exclude such Person in any other capacity; (vii) with respect to the determination of any period of time, the word “from” or “since” means “from and regulatory rulesincluding” or “since and including,” as applicable, regulations, orders and provisions consolidating, amending, replacing or interpreting such law the words “to” and any “until” each means “to and including”; (viii) references herein to any law or regulation shall, unless otherwise specified, refer to contract means such law or regulation contract as amended, supplemented or modified (including any waiver thereto) in accordance with the terms thereof as of the applicable date of determination; (ix) if the last day for the giving of any notice or the performance of any act required or permitted under this Agreement is a day that is not a Business Day, then the time for the giving of such notice or the 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, modified, supplemented or succeeded, from time to time, time and as of the applicable date of determination; (xi) “to the extent” means the degree to which and not simply “if”; and (vixii) the words “assetor” 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 rightsis disjunctive but not exclusive.